Cabinet Kohen Avocats · Paris

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Maître Reda KOHEN intervient en droit immobilier, droit des sociétés et droit des affaires à Paris. Première analyse : 80 € TTC, réponse personnelle sous 24 heures.

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Barreau de Paris Immobilier, sociétés, affaires Fiche CNB avocat.fr
Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

Foreign Director of a French Company: Salary, Dividends and Social Security (SAS President or SARL Manager)

You have just incorporated your French company. The Kbis, the official company identity extract issued by the greffe, the registry of the commercial court, names you as president, in French the président, of your SAS, the société par actions simplifiée, or as manager, in French the gérant, of your SARL, the société à responsabilité limitée. Congratulations: your company exists. Now comes the question every foreign founder asks within days of incorporation: how do I actually pay myself from this company, and what will it cost me in French social charges and tax. The French answer often comes as a shock. Paying yourself a salary as a company director can cost the company roughly sixty percent on top of your gross pay in social contributions. Paying yourself only in dividends can mean paying no social contributions at all, but it also means having no health cover, no daily sickness benefits, no validated retirement quarters and no maternity cover in France. And the regime is not the same depending on whether you chair an SAS or manage a SARL: one makes you an assimilé salarié, a director treated like an employee for social security purposes, while the other makes you a travailleur non salarié, a self-employed person, known by the acronym TNS, with direct bills from URSSAF, the body that collects French social security contributions. This guide explains, in plain English and with the official texts, which regime applies to you, how salary and dividends are taxed and charged, and how to organise your pay practically from abroad or after moving to France, including the Paris and Île-de-France specifics foreign founders usually discover too late.

I. Which social security regime applies to you as a foreign company director in France: SAS president or SARL manager?

The first thing to understand is that France does not have one single regime for company directors. Your social security status depends entirely on the legal form of your company and, inside a SARL, on the size of your shareholding. The distinction runs between the président of an SAS, who belongs to the general social security scheme as an assimilé salarié, and the majority gérant of a SARL, who belongs to the self-employed scheme as a TNS. A wrong assumption here is expensive: it leads either to unpaid compulsory contributions with late penalties, or to years without any social protection while believing you were covered.

A. President of an SAS or SASU: the assimilated-employee regime, contributions to the general scheme and monthly payroll through the DSN

If you chair an SAS, or a SASU, the one-person version of the SAS, French social security law treats you as an assimilé salarié. The official English-language guidance states that “the business manager (SAS, SA, SCA…) and the minority manager of SARL are assimilated employees and contribute to general social security scheme. Their social protection is almost identical to that of an employee (excluding unemployment insurance).” In other words, from the moment your SAS pays you a remuneration for your corporate office, you are affiliated to the régime général, the general scheme that covers employees, and you enjoy nearly the same protection: reimbursement of healthcare costs by your CPAM, the caisse primaire d’assurance maladie, the local health insurance fund that issues your carte Vitale, the green card that proves your health rights, daily allowances when you are sick, family benefits, disability cover and a retirement pension built on validated quarters. The one major exclusion is unemployment insurance: unlike a genuine employee, a company president who stops being paid cannot claim benefits from France Travail, the public employment service. Keep this exception in mind, because several foreign founders discover it only when their first period without revenue arrives.

The legal anchor of this affiliation is Article L311-3 of the Social Security Code, which lists the company officers who must be affiliated to the general scheme, and the practical consequence is described without ambiguity by the administration: “The President of SAS or SASU … are affiliated with general social security system as an employee equivalent manager. Payroll taxes account for about 60% of his gross remuneration. They are paid monthly via the registered company declaration (DSN)”. The DSN, the déclaration sociale nominative, is the monthly electronic payroll return through which your company declares your gross pay and pays both the employee and employer contributions. Concretely, a gross monthly salary of 4,000 euros costs your SAS roughly 6,400 euros once employer charges are added, and your net pay after employee charges and income tax withholding will sit far below the gross figure. This is the number-one budget surprise for American, British and Gulf founders used to leaner payroll taxes, and it must be modelled before you sign your first bulletin de paie, the monthly payslip that records your gross salary, your contributions and your net pay.

Two further features of the SAS regime matter enormously in practice. First, affiliation follows pay, not the title. If the president takes no salary, there is no affiliation and no bill: “If he does not pay himself wages, he does not have to pay social security contributions.” Many foreign founders who keep a salary abroad in the first year therefore leave the SAS presidency unpaid, which is perfectly lawful, since “The functions of President may be free of charge or remunerated. Remuneration is freely fixed either by the articles of association, or by the decision of the members, or by any body of the business.” The articles of association, in French the statuts, are the founding contract of your company, and the members, in French the associés, are its shareholders. But the mirror image is equally true: an unpaid president has no French health cover, validates no retirement quarter and receives no daily allowance. Unpaid status is a cash-saving tactic, not a protection strategy, and it should be paired with real private cover for as long as it lasts.

Second, the SAS president is paid through payroll, which means the company must run a genuine pay process even for a single director: register as an employer, produce monthly payslips, file the DSN each month and pay URSSAF by the due date. For a foreign founder without a French payroll team, the standard solution is a payroll provider or an accountant, in French an expert-comptable, connected to your DSN software. URSSAF Île-de-France, which handles companies registered in Paris and the surrounding region, applies the same national rates but is known for strict control of new registrants, so keep every payslip, every DSN receipt and the corporate decision fixing your remuneration. The decision fixing your pay, usually a short written resolution of the shareholders, called a procès-verbal, is the document a URSSAF inspector will ask for first, because without it your salary can be reclassified and your contribution base challenged. Company officers should also remember that their exposure is not limited to contributions: “The liability of a company director for the company’s debts may be incurred in the event of management fault”, and “Managing directors are responsible, individually or jointly as the case may be, to the company or third parties, either for violations of the laws or regulations applicable to public limited companies, or for violations of the Articles of Association, or for misconduct committed in their management.” Paying yourself without a proper corporate decision is precisely the kind of management fault that creates personal risk, so the paperwork is not a formality.

For the statutory framework of the SAS itself, the starting point is Article L227-1 of the Commercial Code on Légifrance, which defines this flexible company form, and Article L227-6 of the Commercial Code on Légifrance, which provides that the company is represented towards third parties by its president. Your affiliation to the general scheme as an assimilé salarié flows from Article L311-3 of the Social Security Code on Légifrance, and the full current text of that code is available at the Social Security Code in force on Légifrance. The administration confirms the whole regime on the official guide to the tax and social security regime of SAS directors.

B. Majority manager of a SARL or EURL: the self-employed TNS regime, direct URSSAF bills and the annual minimum

If instead you manage a SARL, or an EURL, the one-member version of the SARL, and you hold the majority of the shares, alone or together with your spouse, minor children or co-managers, everything changes: you are not an assimilé salarié but a travailleur non salarié, a self-employed person for social security purposes. The administration states it plainly: “The manager of a EURL or a SARL (if he is a majority) is considered a selfemployed person and must contribute to the Urssaf on income from selfemployment or on a minimum annual basis.” Three words in that sentence deserve your full attention: direct billing, professional income as the base, and the minimum. Unlike the SAS president, you are not paid through payroll and you do not appear in the DSN. URSSAF bills you personally, in your own name, for separate contribution streams: health and maternity, basic retirement, supplementary retirement, disability and death, daily allowances, family contributions and the CSG-CRDS, the Contribution sociale généralisée and the Contribution au remboursement de la dette sociale, two levies that part-finance French social protection and weigh on almost every income a director receives.

The contribution base is your professional income, meaning essentially your management remuneration plus, as explained below, a fraction of your dividends above a statutory threshold. Contributions are first collected on a provisional basis calculated from your last known income, then adjusted once your real income is declared in your annual social return, the déclaration sociale des indépendants. And crucially, the floor applies even in a loss-making year: the sentence quoted above ends with “or on a minimum annual basis”, which means that even with zero profit your URSSAF bill does not fall to zero. Each contribution stream has a floor computed by reference to the PASS, the plafond annuel de la sécurité sociale, the annual social security ceiling voted each year, so a SARL that earns nothing still generates several thousand euros of compulsory contributions for its majority manager. Foreign founders who choose a SARL for its reassuring image sometimes discover this floor after their first quiet year, when the mise en demeure, the formal demand letter from URSSAF, arrives at the registered office. Never ignore it: enforcement runs from reminders to forced recovery, and the courts have confirmed for decades that a majority shareholder who actually works in the company cannot escape into the general scheme, as the Court of Cassation held in Social Chamber, 7 July 1977, appeal no. 76-10.403, ruling that “L’associé majoritaire d’une SARL qui y exerce les fonctions de chef des travaux ne peut, à raison de cette activité, continuer à être affilié au régime général de la sécurité sociale”, which in English means that a majority associate of a SARL who performs working duties there cannot, on account of that activity, remain affiliated to the general scheme. The Court recalled in the same decision that it falls to URSSAF to “Establish, for each of the schemes concerned, the formalities relating to the management of the rights of the persons affiliated to it”, so the allocation between schemes is not a matter of choice or contract: it follows your shareholding mechanically.

The statutory base of your TNS contributions is Article L131-6 of the Social Security Code on Légifrance, which sets how self-employed contributions are assessed on professional income, while the specific treatment of dividends received by a majority manager is governed by Article L136-6 of the Social Security Code on Légifrance. By contrast, a minority or fifty-fifty gérant of a SARL rejoins the assimilé salarié world described above, which is why the exact distribution of shares between you, your co-founders and your family must be settled before incorporation rather than repaired afterwards. Changing the allocation later means amending the statuts, holding a general meeting, filing with the INPI single window, in French the guichet unique, the online portal run by the Institut national de la propriété industrielle through which all company registrations and amendments pass into the RNE, the Registre national des entreprises, the national business register, and waiting for an updated Kbis from the greffe: feasible, but slow and billed.

In practical terms, a foreign majority manager should therefore diarise three recurring obligations from day one. First, declare the start of self-employed activity so that URSSAF opens your TNS account; for Paris-registered companies this runs through URSSAF Île-de-France and the single-window filing that follows incorporation. Second, pay each provisional call for contributions on time, even in a year with no revenue, because the minimum is due regardless and late payment triggers surcharges. Third, file the annual social income return honestly, since under-declared income produces a reassessment, in French a redressement, several years later with penalties. If you disagree with a reassessment, act fast and in the right order: on 27 June 2024 the Second Civil Chamber of the Court of Cassation, in decision no. 22-18.178 published in the Bulletin, restated the strict procedural rules a company must follow to challenge a URSSAF reassessment in court, and French social courts dismiss challenges filed out of time or through the wrong channel without examining the merits. The lesson is simple: the TNS regime is cheaper than the SAS payroll route in a profitable year, but it demands personal administrative discipline, because there is no payroll provider standing between you and URSSAF.

II. How should a foreign founder take money out of a French company: salary, dividends, or a mix of both?

Once your regime is identified, the real strategic question arises: in what form should the money leave the company. France offers three channels to a director who is also a shareholder: remuneration for the corporate office, dividends attached to the shares, and interest on sums left in a partner current account, in French a compte courant d’associé, the loan account through which a shareholder lends money to his own company. The administration confirms the menu expressly: “The president of SAS may collect different types of income : a remuneration for his corporate office, dividends if he is a partner, or even interest on sums paid into a partner’s current account.” Each channel has a different tax treatment, a different social treatment and a different timing, and the optimal mix for a foreign founder is rarely one hundred percent of one channel. What follows is the decision framework our firm applies with international clients, so that you choose with full knowledge of the cost rather than discovering it on the first tax notice.

A. Paying yourself a salary or management remuneration: deductible for the company, protective for you, but expensive

A salary is the protective channel. For the company, your remuneration is a business expense: “This remuneration shall be considered as deductible expense the tax outcome of the business.” In plain terms, every euro of gross salary plus the employer contributions attached to it reduces the taxable profit subject to French corporate income tax, in French the impôt sur les sociétés. For you personally, the salary is taxed as employment income: “The director must declare this remuneration as “salaries and wages” in his personal income tax return.” The return is filed each spring on the impots.gouv.fr portal, the website of the French tax administration, and since the introduction of withholding at source, in French the prélèvement à la source, income tax is already collected monthly on your payslip, with the annual return serving to adjust the exact amount. If you remain tax-resident abroad while directing the French company, French-source salary for duties performed in France is generally taxable in France under most tax treaties, with a credit in your home country; if you have moved to France, you are taxed here on your worldwide income, and the salary simply joins your French taxable household income. Either way, take advice on your treaty position before fixing the amount, because the salary level drives both your French tax and your home-country credit.

The protective power of salary is its social security content. In the SAS, each month of paid salary feeds the DSN, opens health rights with the CPAM, validates retirement quarters and builds daily-allowance entitlements. For a founder who is relocating with a family, this is often decisive: a paid SAS president obtains a carte Vitale for the household, maternity cover aligned with the general scheme and a French pension record from year one, which no dividend-only strategy can replicate. In the SARL, the salary of the majority manager feeds the TNS contribution base and therefore builds the self-employed equivalents: health and maternity cover, basic and supplementary retirement points, disability and death cover and daily allowances, albeit at levels and with waiting periods that are less generous than the general scheme. Either way, salary is the only channel that buys French social protection, and its amount should be calibrated to your real protection needs: too low and you validate fewer retirement quarters and cap your daily allowances; too high and you pay the full combined charge rate on income you could have taken as dividends.

The cost, however, is real and must be faced honestly. In the SAS, total payroll charges represent about sixty percent of gross remuneration, shared between the employer part borne by the company and the employee part deducted from your gross, so the company must budget well beyond the headline salary. In the SARL, the TNS burden is lighter in percentage terms but it is levied on you personally by URSSAF, with provisional instalments that can squeeze cash in a growing company. Three practical rules keep the salary channel under control. First, fix the remuneration in a proper corporate decision before the first payment, recording the amount, the effective date and the body that decided it, because “Remuneration is freely fixed either by the articles of association, or by the decision of the members, or by any body of the business.” A salary paid without any decision is fragile in a URSSAF control and can complicate the deduction of the expense. Second, run real monthly payroll from the start, with a bulletin de paie each month and a DSN filed on time, even if you are the only person on the payroll; French payroll software handles single-employee companies routinely, and your expert-comptable can outsource it for a modest monthly fee. Third, if you are not yet French tax-resident and you already earn income abroad, coordinate the French salary with your foreign income so that you do not push yourself into a higher marginal bracket in either country for no protection gain; founders who split their activity between two countries sometimes prefer a modest French salary that secures health and retirement rights, topped up with dividends once the company is profitable.

One final warning on the salary channel concerns the timing of the first payments. URSSAF expects the employer account to be active and the first DSN filed shortly after hiring, and the CPAM opens health rights only once contributions have actually flowed. Founders who incorporate in September, pay themselves for the first time in December and fall ill in January sometimes find their rights not yet open. If your move to France is planned around a specific date, start the salary at least one full quarter before you need the cover, keep proof of every filing, and register the whole household with the CPAM of your Paris or Île-de-France address as soon as the first payslip exists. The firm’s experience with newly arrived founders is consistent: the administrative calendar matters as much as the amounts, and a salary decided late is protection lost for months.

B. Living on dividends only: no social contributions but no social protection, and traps for majority SARL managers

Dividends are the flexible channel. They are voted once a year by the shareholders when they approve the annual accounts and decide the affectation du résultat, the allocation of the year’s profit between reserves and distributions, at the annual general meeting, in French the assemblée générale, which must be held within six months of the financial year-end. No monthly payroll, no DSN, no provisional URSSAF instalments: the dividend is paid by bank transfer after the meeting, with the company handling a flat withholding at source and you reporting the dividend on your personal return. For a founder whose company makes irregular profits, this flexibility is attractive: in a strong year you distribute, in a weak year you distribute nothing and owe nothing. And the social treatment, at least for an SAS president, is strikingly favourable: “Moreover, dividends received in SAS are therefore not not subject to social security contributions. Thus, an associate officer paid exclusively in dividends does not contribute and benefits from no social protection.” Read that sentence twice, because its two halves are inseparable. The first half is the opportunity: dividends of an SAS president escape the sixty-percent payroll burden entirely. The second half is the price: a director paid exclusively in dividends has no health cover, no daily allowances, no retirement quarters and no maternity rights in France. For a young founder covered by a spouse’s scheme or by foreign insurance this can be acceptable temporarily; for a founder relocating a family to Paris it is usually reckless, and it should never be chosen by default simply because an online forum presented it as the clever option.

The tax treatment of dividends completes the picture. Dividends are not a deductible expense: unlike salary, they are paid out of after-tax profit, so the company first pays corporate income tax on the earnings and then distributes the remainder. On receipt, you suffer a flat withholding collected at source, with the possibility to elect taxation under the progressive income-tax scale if your situation makes that cheaper, and the withheld amount is credited against your final tax. The precise arbitrage between the flat levy and the progressive option depends on your total household income, your family quotient, in French the quotient familial, the mechanism that divides taxable income by family shares, and your treaty residence, so the election must be modelled each year rather than set once. Two structural points never change, however: dividends require real distributable profit, verified by approved accounts, so a loss-making company cannot legally distribute, and fictitious dividends distributed without profits expose the directors to severe civil and criminal liability, well beyond a tax adjustment. Never paper over a cash withdrawal as a dividend when the accounts show no profit; use a properly documented compte courant d’associé advance instead, with interest if appropriate, since the administration itself lists “interest on sums paid into a partner’s current account” among the lawful income channels of a director.

For majority managers of SARL, a further trap closes part of the dividends-only escape route. Under Article L136-6 of the Social Security Code on Légifrance, the share of dividends received by a majority manager that exceeds a statutory fraction of the company’s capital is brought back into the base of social levies, which means that stuffing all your income into dividends above that line simply converts tax savings into URSSAF bills. The threshold mechanics interact with the capital amount you set at incorporation, another reason why the share capital of a SARL should be chosen strategically rather than fixed at the symbolic minimum by reflex. Combined with the annual minimum contributions described above, this means a majority SARL manager can almost never reach a true zero-contribution position: even with no salary and modest dividends, the floor and the reclassified fraction of dividends keep URSSAF in the picture. The dividends-only strategy therefore works best, and nearly only, for an SAS president who consciously accepts the absence of protection and organises private cover elsewhere.

That private cover deserves a final practical word, because foreign founders consistently underestimate it. An unpaid or dividends-only director living in France needs comprehensive private health insurance valid in France, cover for daily income loss during illness, and a retirement savings vehicle, since no French quarter is being validated. Founders who travel constantly add international emergency and repatriation cover. These policies cost real money, and once their premiums are added back, the gap between the salary route and the dividends route narrows considerably, while only the salary route buys into the French system that banks, landlords and future investors in France understand best. Our standard recommendation for a foreign founder settling in Paris or the Île-de-France is therefore a mixed model: a salary calibrated to open full health, daily-allowance and retirement rights, reviewed each year against the PASS ceiling, plus dividends voted from genuine profits once corporate tax has been optimised. The salary buys protection and deductibility; the dividends reward the shareholder without payroll charges; the mix is adjusted annually at the accounts meeting as profits, family needs and residence evolve.

The yearly legal calendar that makes this mix work is short enough to memorise. At incorporation, file through the INPI single window, obtain the SIREN company number and the SIRET establishment number from INSEE, the national statistics institute, wait for the Kbis from the greffe of the commercial court, an extract whose publication is announced in the BODACC, the Bulletin officiel des annonces civiles et commerciales, the official gazette of company notices, open the corporate bank account, register the employer and TNS accounts with URSSAF, and record the decision fixing any salary. Each month, run payroll and file the DSN if there is a salary, and pay URSSAF calls as a TNS manager. Each spring, file personal income returns in France and, if relevant, at home, coordinating treaty credits. Within six months of the year-end, hold the annual meeting, approve the accounts, vote the dividend if profits allow, and pay the withholding. Missed steps compound: a late meeting delays the dividend, an unfiled DSN suspends health rights, an ignored URSSAF call becomes a formal demand. Foreign founders who internalise this calendar in year one almost never face a nasty surprise later, and those who do face one usually trace it back to one of these five dates.

Conclusion

Choosing how to pay yourself from your French company is not a payroll detail but the founding financial decision of your French venture. If you chair an SAS, you are an assimilé salarié: salary buys near-complete protection at roughly sixty percent cost through the monthly DSN, while dividends escape contributions but leave you without any cover. If you manage a majority-held SARL, you are a TNS: URSSAF bills you personally on your professional income with an annual minimum even in lean years, and part of your dividends above the statutory fraction is pulled back into social levies. In both forms, remuneration must be fixed by a proper corporate decision, salary is deductible for the company and declared as salaries and wages by you, dividends require genuine voted profits, and personal liability for management fault hangs over every shortcut. Start from your protection needs, model the true cost of each channel, diarise the monthly, annual and meeting-driven deadlines, and revisit the mix every year as profits and residence change. Done properly, the French system is not the maze its reputation suggests: it is a set of explicit prices for explicit rights, and the founder who knows the prices chooses freely instead of paying by surprise.

Need a quick opinion on your case

You are a foreign founder directing a French SAS or SARL and you need to fix your salary, your dividends or your URSSAF position without a costly mistake. Our firm offers a phone consultation within 48 hours with an attorney of the firm, including for clients based in Paris and throughout Île-de-France. Call 06 46 60 58 22 or write through our contact page with a short description of your company form, your shareholding and your residence: you will leave the call with a clear pay mix for the year, the decisions to sign and the filings to diarise.

Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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Thank you to Maître KOHEN for his analyses of recent case law regarding fraudulent concealment in real estate sales. This reinforces my decision to pursue an action for rescission that I am considering after acquiring a house affected by serious defects intentionally concealed by the seller and not reported by the real estate agent; also defects (rising damp) characterized by progressive through-cracks and damp patches, not reported by the real estate agent… Worse, defects concealed by the latter or on his initiative under a coat of paint and polystyrene tiles glued to the ceiling of a bedroom. And said real estate agent was the drafter of the preliminary contract, which naturally contains no information regarding any of these defects. I would just add that, being 77 years old and suffering from cognitive impairment, I am certain the real estate agent thought I would not be able to uncover the deception and, above all, characterize fraudulent intent, let alone initiate legal proceedings given the complexity and length of the process... That is why I am opting for criminal proceedings, insofar as the intentional concealment of defects by the seller and then by the real estate agent

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