Foreign founders often want to incorporate in France before the business has revenue. A common question follows: can the president of a French SAS work without receiving a salary, and what happens to social-security protection if that president lives outside France? The answer is generally yes, but “unpaid” must describe a real corporate decision, not an informal promise to work for free while money or benefits move through another route.
A French SAS, or société par actions simplifiée (simplified joint-stock company), is unusually flexible. Its articles of association can organise the president’s powers and remuneration, while the social-security rules attach contributions to remuneration and activity rather than to the mere existence of the office. A president who receives no remuneration under the corporate mandate will normally generate no payroll contributions under that mandate. That does not create French social cover, however. The person may instead be covered by another job, a foreign system, a bilateral agreement, residence-based rules, or private insurance; each route has its own conditions.
This distinction matters for a founder who signs contracts, opens a bank account, negotiates with suppliers, or prepares a first hire from abroad. The company still needs a valid president, a clear written decision, a defensible accounting trail, and a cross-border social-security analysis. This article focuses on the French company and its president. An individual’s immigration project and a property purchase are separate questions. The practical issue here is whether a non-resident founder can keep the French SAS mandate unpaid while the company is being launched, and what must be checked before any work is performed physically in France.
I. Can a non-resident founder serve as an unpaid president of a French SAS?
A. What the French SAS mandate is and how a zero-remuneration decision must be recorded
The starting point is the company’s constitutional document. Article L. 227-5 of the French Commercial Code provides: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In English, the articles determine the conditions in which the company is managed. The wording gives an SAS broad drafting freedom, but it does not eliminate the need to read the actual articles, any shareholders’ agreement, and any appointment decision together.
Article L. 227-6 adds that the company is represented toward third parties by a president appointed under the articles and that the president has the broadest powers to act for the company within its corporate purpose. The official text states: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” A foreign founder can therefore remain the legal representative without being paid, provided the appointment is valid and the articles do not impose a remuneration mechanism that has been ignored.
For a new company, the incorporation file should make the arrangement easy to understand. The founders should identify the president, the term of office, the powers, and the rule governing remuneration. If the articles leave remuneration to a later shareholders’ decision, the shareholders should adopt a separate written resolution stating that the mandate is performed without remuneration from a specified date. If the resolution is temporary, it should say when it will be reviewed or what event will trigger a new decision. A resolution that says “no salary” but leaves unexplained monthly payments, private expenses, or benefits is not a reliable record.
The corporate file should contain at least the appointment decision, the articles, the written no-remuneration resolution, the minutes or unanimous decision permitted by the articles, and a schedule of later decisions. The company should also preserve the signed version used for the incorporation or update formalities. The formalities are filed through the French one-stop shop operated by the Institut national de la propriété industrielle (INPI, the French industrial-property office). The INPI formalities information explains that the declaration identifies the undertaking and its characteristics, address, and registration information. The competent greffe, meaning the commercial court registry, communicates the Kbis, the official extract identifying a registered commercial company, after validation; the INPI FAQ describes that process.
A Kbis is evidence of the company’s registration, not evidence that its president is paid. The same applies to the SIREN number, the nine-digit French business identifier, and the SIRET number, which identifies an establishment. A non-resident founder should not assume that obtaining a Kbis automatically enrols the president in French payroll. The corporate registration and the social-security position are related administrative questions, but they are not the same legal test.
The written decision should use precise language. “The president’s corporate mandate is unpaid and no salary, fee, bonus, benefit in kind, or other remuneration is due for that mandate from 30 August 2026” is clearer than “the founder will help for free.” If the founder will be reimbursed, the resolution should reserve only reimbursement of documented business expenses under the company’s expense policy. If the founder will provide separate technical services through another entity, that arrangement should be described separately and reviewed for conflicts of interest, tax, transfer-pricing, permanent-establishment, and employment risks.
Article L. 227-10 of the Commercial Code matters when the president or an entity connected with the president receives value from the company. The provision requires a report on agreements entered into directly or through an intermediary between the company and its president, subject to the statutory framework. The official text of Article L. 227-10 should be checked whenever a service agreement, loan, guarantee, rent, intellectual-property licence, or other related-party arrangement is contemplated. That report is not a substitute for a social-security analysis, but it helps prevent an undocumented payment from being presented as an unpaid mandate.
The company should also decide who has authority to change the arrangement. In an SAS, the articles may give that power to shareholders, a specified corporate body, or another process. The president should not unilaterally start paying himself merely because the company has cash. A later remuneration decision should state the amount or method, the effective date, the approving body, and any consequences for payroll and accounting. The Cour de cassation, Commercial Chamber, 4 November 2014, no. 13-24.889, addressed the way an SAS president’s remuneration could be fixed by a collective shareholders’ decision under the articles. Its lesson for a founder is practical: use the corporate mechanism actually provided by the company’s documents and keep the decision dated and traceable.
A non-resident president can sign the French company’s contracts and administrative forms from outside France, but the signature capacity should match the company’s registrations and banking mandates. Banks may ask for proof of identity, address, tax residence, beneficial ownership, and the purpose of the account. Those compliance checks do not turn the mandate into paid employment. They do make a clean corporate file more valuable, especially where the founder has no French address and the company is still pre-revenue.
A useful incorporation file therefore answers five questions in one place:
- Who is the president, and when did the mandate begin?
- Which document gives the president power to act?
- Which document says the mandate is unpaid, and from what date?
- Which payments are genuine expense reimbursements, and what evidence supports them?
- What separate agreement, if any, will govern technical or commercial work?
This structure is particularly important for an overseas group using a French subsidiary. The parent may pay incorporation costs, a French office provider, accounting fees, or travel expenses. Those payments should be booked and documented according to their true nature. A parent-funded expense is not automatically salary, but repeated personal payments, private accommodation, allowances, or unexplained transfers can undermine the assertion that the French mandate is genuinely unpaid.
B. How to distinguish the unpaid mandate from salary, dividends, expenses and a separate employment contract
“No salary” is not a universal label for every amount received by a founder. The legal analysis follows the substance and the legal basis of each payment. The first category is remuneration for the corporate mandate: salary, director’s fee, bonus, benefit in kind, or another advantage granted because the person is president. The second category is reimbursement of a company expense. The third is a return on shares, such as a dividend. The fourth is payment for a distinct service or employment relationship. Each category has different corporate, tax, and social consequences.
The French Social Security Code identifies the president of an SAS among the persons covered by the general social-security regime when the statutory conditions apply. Article L. 311-3, 23° uses the following wording: “Les présidents et dirigeants des sociétés par actions simplifiées et des sociétés d’exercice libéral par actions simplifiées ;” The official Article L. 311-3 text is the relevant starting point. The office is therefore not treated like the majority manager’s self-employed regime merely because the founder owns shares or lives abroad.
That affiliation rule should not be misread as a contribution charged solely because a name appears in the Kbis. Article L. 242-1 of the Social Security Code provides that contributions for persons covered by Articles L. 311-2 and L. 311-3 are assessed on activity income and are due for periods for which that income is attributed. The official phrase is: “Elles sont dues pour les périodes au titre desquelles ces revenus sont attribués.” Read with Article L. 242-1, this supports the ordinary rule that a zero-remuneration mandate creates no payroll base for that mandate, while a payment creates a reporting question from its attribution period.
The position is reflected in the official English-language explanation on service-public.fr for the SAS president’s social status. A remunerated SAS president is generally treated as an assimilated employee under the general regime, but the company does not obtain unemployment-insurance cover for the mandate merely by paying payroll contributions. The company normally handles the relevant employer declarations and contributions. The French payroll declaration is the DSN, or déclaration sociale nominative (monthly social-data declaration).
For an unpaid mandate, the most direct judicial source is the first-instance judgment of the Tribunal judiciaire de Poitiers of 18 April 2025, RG no. 23/00448, published on the official Cour de cassation court-decision portal. The judgment states: “Le président d’une SAS qui bénéficie d’une rémunération a un statut d’assimilé salarié qui relève du régime général de la sécurité sociale et doit verser des cotisations sociales, tandis que celui qui n’est pas rémunéré n’a pas de statut social et n’a pas à s’acquitter de cotisations sociales.” In English, the court distinguishes a remunerated president who owes contributions from a president who is not remunerated. It is a first-instance decision, not a binding Supreme Court ruling, so it should be used as a carefully identified illustration of the principle rather than as the only authority.
Expenses must remain expenses. The Social Security Code excludes qualifying professional-expense reimbursements from activity income when the statutory conditions and limits are met. Article L. 136-1-1 refers to sums and benefits due in return for or on the occasion of work, activity, a mandate, or an elected function, and also contains the rule for qualifying professional-expense reimbursements. See the official Article L. 136-1-1. A receipt, business purpose, date, traveller, and approval trail are more persuasive than a generic monthly “allowance.” If the company pays personal costs or grants a benefit in kind, the amount may be treated as remuneration even if the board resolution uses the word “expense.”
Dividends have a different legal basis. They are distributions to shareholders after the company has distributable profit and after the proper approval. They are not a substitute for a salary for work performed as president. In an early-stage SAS there may be no distributable profit at all. Even when a dividend is lawful, it does not normally create the payroll record or mandate-based social protection that a salary creates. The company should not use dividends to disguise regular compensation, and the founder should obtain current French tax advice before relying on a distribution, especially where the shareholder is a foreign parent company.
A separate employment contract is possible in some cases, but it is not created by changing the heading on an invoice. French employment law looks at the actual conditions in which work is performed. The Social Chamber of the Cour de cassation, 27 September 2017, no. 16-17.516, states: “l’existence d’un contrat de travail dépend, non pas de la volonté manifestée par les parties ou de la dénomination de la convention, mais des conditions de fait dans lesquelles est exercée l’activité du travailleur.” The English meaning is that the existence of an employment contract depends on the facts, not the parties’ chosen label.
The same court describes the key relationship as work performed under another person’s authority, with orders, directions, supervision, and sanction power. The Social Chamber decision of 27 November 2013, no. 11-22.449, also defines an employment contract by reference to work for another, subordination, and remuneration. For an SAS president, corporate control and representation powers may make subordination difficult to demonstrate, particularly where the founder controls the company. A true employment contract should therefore relate to distinct technical duties, have a real employer with authority over those duties, provide remuneration, and be operated through payroll. It should not be added merely to manufacture social cover.
One further risk is indirect remuneration. The president may be paid by a foreign parent, a sister company, a customer, or a personal service company while performing the French president’s work. The relevant question is why the payment was made, what work it rewards, and who controlled that work. If the payment rewards the French mandate, the “unpaid” resolution may not reflect economic reality. The corporate related-party rules, French payroll exposure, withholding, permanent-establishment analysis, and transfer-pricing record may all become relevant. A service company can be legitimate, but it must provide identifiable services that are distinct from the statutory office.
The practical distinction can be summarised as follows:
| Flow of value | What it normally represents | Key evidence |
|---|---|---|
| Monthly salary or fee | Remuneration for the president’s mandate | Corporate decision, payroll, DSN, payslips and contribution records |
| Travel or incorporation cost | Reimbursement of a genuine business expense | Invoice or receipt, business purpose, approval and accounting entry |
| Dividend | Return on shares after a valid distribution decision | Accounts, shareholder approval and distribution record |
| Payment to a service company | Separate service only if the work and control are genuinely distinct | Agreement, deliverables, invoice, related-party review and tax analysis |
Founders can review their file against this table before opening the account or signing a major contract. If a payment does not fit one category, that uncertainty should be resolved before money moves. The broader French company formation guidance for a foreign founder can be read alongside this narrower remuneration question, and the firm’s company-formation resource provides the relevant cluster hub.
II. What social-security protection exists when the French SAS president receives no salary?
A. Why zero remuneration usually means zero payroll contributions—and zero rights under the French mandate
The most important sentence for a founder is simple: an unpaid SAS mandate is not a free French insurance policy. A remunerated president is usually assimilated to an employee for the general social-security regime, but contributions are connected to the remuneration attributed for the activity. The official Article L. 311-2 sets out the general affiliation language, while Article L. 311-3 identifies the SAS president category. Article L. 242-1 then connects contributions to activity income. Reading those provisions together avoids two opposite mistakes: invoicing contributions with no remuneration, or promising coverage because the founder appears as president.
Where a French SAS president receives no mandate remuneration, there is ordinarily no salary base on which the company can calculate employer and employee payroll contributions for that mandate. The company should still make its records coherent. It should keep the no-remuneration resolution, avoid payslips showing zero without an explanation, and ask its payroll provider or French social adviser whether a particular declaration is needed for the company’s circumstances. The absence of a contribution bill is not itself proof of compliance; the corporate decision and the payment records should tell the same story.
The coverage consequences are equally important. The company-paid contribution system for a remunerated president can help finance health, maternity, family, workplace-accident and pension branches under the applicable rules, but the mandate does not provide unemployment insurance merely because the president is called an assimilated employee. With no remuneration and no contribution record from the mandate, the founder should not expect that mandate to build French pension points or to create entitlement to benefits that depend on contributions or another qualifying status. The exact benefit analysis depends on the person’s other activity, residence, prior insurance history, and applicable coordination rules.
French residence-based cover is not automatic either. A non-resident founder may be insured through employment in the home country, self-employment there, a public system, a European coordination mechanism, a bilateral social-security agreement, or private health insurance. A person living in France may have a different route, such as coverage connected with work or residence, but eligibility, waiting rules, contributions, and evidence must be assessed separately. This article does not promise PUMa, the protection maladie universelle (universal health protection) mechanism, because residence and activity facts must first be established.
Workplace accidents illustrate the gap. If the president travels to France, visits a warehouse, or signs documents at a client site, the company should not assume that an unpaid mandate creates the same protection as an employee’s insured activity. A foreign policy may exclude work outside its territory. A private policy may exclude corporate management. The company should verify insurance, risk allocation, and the status of the person before operational work begins. Contractual indemnities do not replace compulsory social-security rules.
The company must also distinguish “no French payroll” from “no French tax or reporting.” The president may have tax-residence obligations in another country. The company may have corporate tax, withholding, expense, related-party, or beneficial-owner reporting obligations. A French SAS is normally subject to corporate income tax, known as impôt sur les sociétés (IS), subject to the applicable rules and elections. Those corporate taxes do not turn an unpaid mandate into salary, but a cross-border payment can create several reporting trails at once.
If the founder later receives a salary, the change should be managed from a defined date. The company should approve the amount, confirm whether the articles require a particular vote, create the payroll record, file the DSN, and calculate contributions for the relevant period. Article R. 243-6 of the Social Security Code sets out the employer’s contribution-payment framework and deadlines. The official Article R. 243-6 should be checked with the current URSSAF, the Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales (body collecting French social contributions), guidance before the first pay run.
A later payment also requires a decision about where the social legislation applies. A salary paid by a French company does not, by itself, answer whether France or another country has jurisdiction for a person working across borders. The place where work is actually performed, the nature of the activity, the employer, residence, and any applicable agreement must be analysed. The payroll provider should not be asked to guess from the president’s nationality or the bank account into which salary is paid.
For a founder who wants to remain unpaid during the launch phase, the minimum protection review is therefore:
- identify the person’s actual country of residence and every country in which work will be performed;
- list any existing employment, self-employment, public coverage, or private insurance;
- confirm whether the policy covers corporate management, travel, accidents, and medical care in France;
- check whether a European or bilateral coordination instrument applies; and
- set a review date before the first French salary, regular allowance, or operational deployment.
This review makes the unpaid mandate a controlled start-up choice rather than an assumption that the founder is protected. It also helps the company explain its position to the bank, accountant, URSSAF, tax authority, insurer, or future investor.
B. What a non-resident founder must check before working from France or relying on home-country cover
Cross-border work changes the question. A president who makes all strategic decisions from the United Kingdom, the United States, Singapore, or another country is not in the same factual position as a president who spends six months operating the French business from Paris. Nationality is rarely the decisive fact. The analysis begins with physical presence, habitual work location, employer and corporate relationships, residence, and the international instrument that may apply.
Within the European Union and the systems coordinated with it, Regulation (EC) No. 883/2004 is the principal coordination framework. Article 11(1) expresses the single-legislation principle: a person covered by the regulation is subject to the legislation of only one Member State. Article 11(3)(a) states in English: “a person pursuing an activity as an employed or self-employed person in a Member State shall be subject to the legislation of that Member State.” The full official instrument is available through EUR-Lex, Regulation (EC) No. 883/2004. The rule is a coordination framework, not a blanket exemption for every foreign founder.
An A1 certificate is an official document used in the coordinated European systems to evidence which social-security legislation applies during a qualifying cross-border situation. It is not a certificate that a company can obtain simply because its president is unpaid, foreign, or listed on a Kbis. The facts must fit the relevant category, such as a genuine temporary posting or a multi-state activity, and the competent institution must accept the application. The CLEISS information centre, the French centre for European and international social-security relations, is a useful official starting point for identifying the institution and agreement to contact.
A1 analysis also depends on the activity. A person employed by a foreign company and temporarily sent to France may fall under a different rule from a founder who is a corporate officer of a French SAS and performs management work in France. A person who works regularly in two or more countries may have a multi-state assessment. A person working for a French company while living outside the coordinated area may need a bilateral agreement or a domestic-law analysis instead. The documents should describe the real pattern of work: dates, locations, employer or principal, duties, and travel frequency.
The company should ask for a written answer before the founder begins routine work in France if the position is uncertain. At a minimum, the file should contain the founder’s residence evidence, a work-location calendar, the French company’s registration details, any foreign employment or service agreement, insurance documents, and correspondence with the competent institution. If a foreign social-security body says that home-country cover continues, retain the decision or certificate rather than a verbal statement. If there is no certificate, record that fact and identify the next action.
France also has agreements with certain non-EU countries, but each agreement has its own personal and territorial scope, definitions, duration limits, and forms. No universal “foreign founder exemption” exists. Where no agreement applies, French domestic rules and the other country’s rules may both need to be examined. Dual contributions, registration duties, withholding, or an employer-of-record question can arise. The French company should obtain country-specific advice before promising the founder that a home-country policy will protect a French workday.
The immigration and work-authorisation question must be kept separate. A person can hold a valid corporate office and still need permission to carry out certain paid or operational activities in France. Conversely, a non-resident can sign corporate documents from abroad without that fact alone resolving the rules for a later move. Because the present question concerns the company’s unpaid mandate, the immigration plan should be reviewed by the appropriate desk before the founder relocates or starts regular on-site work.
There is also a governance risk when the founder is the only active person. The president may be unpaid but still carry out daily sales, product, hiring, and technical tasks. If those tasks are performed under instructions from a foreign parent or customer, the company should map them rather than call everything “presidential.” A service agreement, employment arrangement, or secondment may be needed for a distinct activity. The URSSAF guidance on creating a company distinguishes the assimilated-employee treatment of remunerated SAS officers from the conditions needed for a genuine employment contract. It also helps frame the question of whether a contract concerns the office or separate work.
French case law reinforces the need to analyse real functions. In the 1 February 2024 decision, no. 21-25.175, the Second Civil Chamber of the Cour de cassation recalled that SAS presidents and directors are compulsorily affiliated under Article L. 311-3, but also held that members of a supervisory board are not ordinarily affiliated merely because they monitor management; affiliation may follow when the evidence shows that they actually exercise management functions. Read the official Cour de cassation, Second Civil Chamber, 1 February 2024, no. 21-25.175, for the exact boundary. The case is a warning against classifying a role from its title alone.
The same reasoning applies to the founder’s relationship with a foreign parent. If the founder is formally an unpaid president but receives a fixed monthly amount from the parent for the same management tasks, the documents should explain the allocation of functions and value. If the founder has a separate technical role, that role should have its own deliverables, reporting line, remuneration, and social analysis. If the parent merely advances incorporation costs, the advance should be booked as an expense, contribution, or loan according to its true legal nature. Vague intercompany transfers create more risk than a properly documented modest salary.
Before launch, a non-resident founder can use this decision sequence:
- Confirm that the French articles and appointment documents permit an unpaid mandate.
- Adopt and preserve a dated no-remuneration resolution.
- Separate mandate work, technical work, expenses, dividends, loans, and parent-company services.
- Map each workday by country and identify the competent social-security institution.
- Obtain an A1 certificate or other written coverage decision where a coordinated or bilateral system applies.
- Check health, accident, pension, unemployment, and private-insurance gaps before on-site work.
- Set a board or shareholder review before revenue, funding, hiring, or relocation changes the facts.
At that review, the company should decide whether to continue with no remuneration, start French payroll, create a distinct employment relationship, or restructure the founder’s work through the foreign group. If remuneration begins, the company should document the corporate approval and use the correct payroll and declaration process. If the founder remains unpaid, the company should renew its evidence that no hidden benefit or indirect payment has replaced the stated decision.
Finally, do not treat the legal calendar as complete when the Kbis arrives. The company may still need a bank account, tax-account activation, VAT registration, accounting arrangements, insurance, employer registration before its first hire, and beneficial-owner updates. Each step can expose a different identity, address, or authority inconsistency. The no-remuneration file should be kept with those records so that the company presents one coherent account of who is acting, from where, under which mandate, and for what consideration.
Conclusion
A non-resident foreign founder can generally serve as president of a French SAS without pay during the company’s launch. The arrangement should be authorised by the articles or a competent shareholder decision, recorded from a clear effective date, and supported by accounts showing no salary, fee, benefit, or disguised payment for the mandate. Genuine business-expense reimbursements, dividends, loans, and distinct services must be documented according to their real nature.
The trade-off is equally clear: no mandate remuneration usually means no payroll contributions and no mandate-based French social-security rights for that period. The founder must identify another valid source of health, accident, pension, and other protection. For cross-border work, the place where the activity is performed and the applicable European or bilateral rules matter more than nationality or the address on the Kbis. An A1 certificate or foreign coverage statement must be earned by the facts and obtained from the competent institution.
Before the first French workday, sign the no-remuneration resolution, separate every flow of value, map the founder’s work locations, and obtain written advice on coverage. Before the first salary, repeat the corporate approval and payroll analysis. This disciplined sequence lets a French SAS remain operational while avoiding the more serious risk of an unpaid label that does not match the way the founder is actually working.
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