Your co-founder runs the French SAS while you live in London, New York or Dubai, and the relationship has broken down: money moves without your approval, the bank only talks to him, and every decision stalls. You want him out of the presidency now, without flying to Paris every week and without handing him a lawsuit that destroys the company. This article explains exactly how a foreign shareholder removes the president of a French SAS from abroad: who is legally allowed to vote the removal, what your articles of association must say before you act, what a July 2025 ruling of the Cour de cassation, the French supreme court for civil matters, changed about side agreements, what damages a brutal removal can cost, and the three filings that make the change enforceable against banks and third parties. SAS means société par actions simplifiée, a simplified joint-stock company, the most flexible French company form. Its president, the président, is the only officer the law requires: he represents the company toward third parties. The Kbis is the official company identity extract issued by the greffe, the registry office of the commercial court; banks, landlords and suppliers treat the person named on the Kbis as the person who can sign. The BODACC, the Bulletin officiel des annonces civiles et commerciales, is the official gazette where changes of officers become enforceable against third parties. Removing a president therefore means three things at once: winning a valid collective decision under your statutes, surviving the damages risk if the circumstances are brutal or vexatious, and updating the Kbis fast enough that the ousted president can no longer bind the company.
I. Who Can Remove the President of a French SAS and What the Removal Can Cost
A. Your Articles of Association Decide Everything: How to Read Your Statutes Before You Vote
Unlike the SARL, the limited liability company with rigid statutory rules, or the SA, the public limited company, the SAS has almost no statutory removal procedure. Article L. 227-5 of the Commercial Code states the whole rule in one sentence: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” The articles of association set the conditions under which the company is managed. Article L. 227-9 of the Commercial Code adds: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” The articles determine which decisions must be taken collectively by the shareholders, in the forms and conditions they provide. Appointment and removal of the president are normally among those collective decisions, but only because your statutes say so, and only in the manner your statutes describe. The Cour de cassation confirmed this freedom bluntly on 9 March 2022 (no. 19-25.795): “les conditions dans lesquelles les dirigeants d’une société par actions simplifiée peuvent être révoqués de leurs fonctions sont, dans le silence de la loi, librement fixées par les statuts, qu’il s’agisse des causes de la révocation ou de ses modalités,” and upheld a removal decided without any proof of misconduct because the articles allowed it. The full ruling is published on Legifrance under ECLI:FR:CCASS:2022:CO00163. In that case the articles allowed removal at any time without justification, and the court held the removal valid without any proof of misconduct.
Before calling any vote, read four clauses in this order. First, the removal clause itself: does it allow removal at any time without cause, known as révocation ad nutum, or does it require a just cause, a juste motif, such as fault, prolonged absence or loss of confidence defined in the text? If your statutes require a just cause, document it before you vote: board minutes showing missed targets mean little, while bailiff-recorded refusals to present accounts, bank statements proving unauthorised transfers, or a formal demand letter left unanswered build the file a court will accept. Second, the competent body and majority: shareholders collectively, a specific committee, or the majority shareholder alone? Service-public, the official French administrative information service, confirms that in a SAS the decision to change the president is taken by the shareholders under the conditions set by the articles, and that the power to appoint the successor may even sit with a committee or the majority shareholder. Third, the procedure: convening notice periods, written consultation or videoconference rights, and whether the president himself votes when he is also a shareholder. As a default practice point, an interested shareholder is not automatically barred from voting on his own removal in a SAS unless the statutes say otherwise, so count his votes realistically before you start. Fourth, the financial clause: does any text promise the outgoing president an indemnity, a notice period or a company car? Promises made outside the statutes will not survive a challenge, as the July 2025 ruling below demonstrates.
That July 2025 ruling is the decision every foreign shareholder must read before acting. On 9 July 2025 the commercial chamber of the Cour de cassation (no. 24-10.428) held: “Il résulte de ces textes que les statuts de la société par actions simplifiée fixent les conditions dans lesquelles celle-ci est dirigée, notamment les modalités de révocation de ses dirigeants. Si une décision des associés peut compléter les statuts sur ce point, elle ne peut y déroger, quand bien même aurait-elle été prise à l’unanimité.” The articles of a SAS set the conditions for managing the company, including how officers are removed. A shareholders’ decision may supplement the articles on this point but can never override them, even if taken unanimously. The ruling is published on Legifrance under ECLI:FR:CCASS:2025:CO00389. The facts explain the trap: the articles allowed the general manager to be removed at any time without compensation, but the shareholders had unanimously approved an annex to the appointment minutes granting removal only in three defined cases. When the company relied on the articles, the appeal court preferred the unanimous annex; the Cour de cassation quashed that reasoning. The practical lesson is severe and simple. A unanimous side letter, an email chain, or appointment minutes that contradict the articles cannot protect either side. If your articles allow removal at any time, a promise of protection buried in minutes is worthless to the president. Symmetrically, if your articles require a just cause, a quick unanimous resolution that skips the requirement is void against a challenge. When the articles are wrong for what you need, amend the articles first through a proper statutory amendment, then vote the removal, never the reverse.
Two comparisons sharpen the picture. In a SARL, article L. 223-25 of the Commercial Code provides that the manager is removed by shareholders holding more than half the shares unless the articles demand more, and that “Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts.” Removal without just cause can give rise to damages. A SARL manager therefore always has a damages argument when no misconduct is shown; a SAS president has one only if the statutes or a valid agreement grant it, or if the circumstances were abusive. And in an SA, removal of directors follows rigid statutory majorities because article L. 227-1 of the Commercial Code makes SA rules applicable to the SAS only “Dans la mesure où elles sont compatibles avec les dispositions particulières prévues par le présent chapitre,” meaning only so far as they are compatible with the special SAS chapter. You cannot import SA-style removal protections into a SAS by analogy; everything depends on your own text. Foreign founders choosing between forms should read our comparison of SAS or SARL as a foreign founder, what each form really costs and how to fix a wrong choice, because the removal regime is one of the strongest reasons founders pick the SAS, and one of the strongest reasons to draft its articles carefully.
B. When a Lawful Removal Still Costs Money: Brutal Circumstances, Broken Promises and the Severance Trap
Winning the vote does not end the financial risk. French courts distinguish the right to remove from the manner of removal. A removal that is legally free can still generate damages when carried out in brutal, vexatious or humiliating circumstances: no warning, overnight lockout, public announcement of unproven misconduct, or simultaneous stripping of every means of defence. The 9 July 2025 ruling kept exactly such an award alive: while quashing 100,000 euros for early termination and 9,400 euros for the lost company car, the court expressly preserved the 30,000 euros granted for a removal carried out in a vexatious and brutal manner. A recent appeal decision confirms the scale. On 18 September 2025 the Lyon Court of Appeal (no. 21/08773) confirmed a judgment holding that a chairwoman’s removal by the supervisory board had been “accompagnée de circonstances brutales et vexatoires,” accompanied by brutal and vexatious circumstances, and upheld 30,000 euros for her material and moral harm, with statutory interest from the removal date. The same judgment ordered the company to withdraw the removal motives published on the infogreffe extract and replace them with a neutral extract, under a penalty of 100 euros per day of delay. Three lessons follow for a foreign shareholder. First, keep the removal clean even when the statutes let you remove freely: written notice, a stated effective date, a handover period, no public accusations. Second, never publish the motives of the removal in the filed minutes extract: file a neutral extract and keep the detailed grievances in a confidential annex, because a published accusation that you cannot prove becomes a second lawsuit. Third, budget for the dispute realistically: 30,000 euros is the recurring judicial price of a removal handled brutally, before any severance or employment claim.
Severance is the second trap, and the July 2025 ruling closed it firmly. The ousted manager claimed 100,000 euros for early termination plus the car, relying on the unanimous annex; the Cour de cassation rejected both claims because the annex contradicted the articles. An indemnity therefore needs a valid legal seat: a clause in the articles themselves, a shareholders’ agreement signed by all parties the company wants to bind, or a separate regulated agreement approved by the shareholders. Where the payment flows between the company and its president, a departing shareholder holding more than 10 percent of the votes, or the controlling company, article L. 227-10 of the Commercial Code requires a special report: “Le commissaire aux comptes ou, s’il n’en a pas été désigné, le président de la société présente aux associés un rapport sur les conventions intervenues directement ou par personne interposée entre la société et son président, l’un de ses dirigeants, l’un de ses actionnaires disposant d’une fraction des droits de vote supérieure à 10 % ou, s’il s’agit d’une société actionnaire, la société la contrôlant au sens de l’article L. 233-3.” The auditor, or the president if none was appointed, presents a report on agreements between the company and its officers or major shareholders, and the shareholders vote on it. A golden parachute paid without that report does not automatically collapse, but the interested officer bears the harmful consequences for the company, which is exactly the litigation you are trying to avoid. And nullity of the removal itself is almost never available: courts award damages but leave the removal standing, so a president who hopes a judge will reinstall him is buying delay, not reinstatement. If the conflict has already reached the courts through a served summons, read our guide on how a foreign owner answers a French assignation and defends from abroad before the hearing date passes.
II. How a Foreign Shareholder Removes the President From Abroad Without Losing on Procedure
A. The Three Filings That Make the Removal Enforceable: Minutes, Legal Notice and the One-Stop Shop
A removal voted but never published is a private victory and a public defeat. Article L. 227-6 of the Commercial Code provides that “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” In plain terms, the company is represented toward third parties by a president appointed under the articles. The same article continues: “Le président est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société dans la limite de l’objet social.” The president therefore holds the broadest powers to act in all circumstances in the company’s name within its corporate purpose. Crucially, statutory limits on his powers cannot be invoked against third parties. Until the Kbis names the new president, banks keep the old signature, suppliers keep performing against his orders, and payments he collects may still discharge your customers. Speed of publication is therefore not administrative polish; it is the moment your removal becomes real for everyone except the shareholders in the room.
The official procedure has three steps, described in full on the service-public page for changing a company officer. First, the collective decision recorded in minutes. The minutes must name the outgoing and incoming officers, state the effective date, record the exact majority against the articles’ requirement, and note the vote of each shareholder where the articles require it. Where the ousted president was named in the articles themselves, the same decision must amend the articles, with the majority the articles require for amendments. Sign the minutes immediately: an unsigned draft circulated by email proves nothing before a greffe, the registry office, or a bank. Second, publication in a legal notices bulletin, a support d’annonces légales, within one month. The notice must show the outgoing name, the reason for the change, the incoming name and start date, plus the company name, form, registered office, SIREN number, the nine-digit company identifier, share capital, and the RCS registration with the city of the competent greffe. The bulletin then issues the publication certificate, the attestation de parution, which the filing needs. Third, declaration on the one-stop shop, the Guichet des formalités des entreprises run by the INPI, the Institut national de la propriété industrielle, within one month, with six exhibits: the minutes showing both officers, the publication certificate, updated articles if amended, the new officer’s passport or identity card, his signed declaration of non-conviction, and his filiation statement naming his parents. The greffe then publishes automatically in the BODACC, and only that publication makes the change enforceable against third parties.
Acting from abroad changes the logistics, not the law. You do not need to fly to Paris to vote: written consultation, videoconference and represented voting are valid wherever your articles allow them, and most modern SAS articles do. Check the convening clause now, because a meeting convened in breach of its own notice period is the first argument of every challenge. Give written proxy, a pouvoir, to a trusted person in France, or vote in writing within the stated deadline, and keep proof of sending and receipt. Foreign exhibits need the same care as at incorporation: a passport copy is accepted, but any foreign public document, such as a power of attorney signed abroad, may need an apostille and a certified French translation before the greffe accepts it, the exact difficulty described in our guide on getting your Kbis when the greffe rejects foreign documents over apostille or translation. File through the one-stop shop with a French correspondent who watches the validation dashboard daily: rejections for a missing certificate or an unreadable scan arrive by message, and the one-month clock does not pause while you re-upload. The day the new Kbis issues, send it the same day to the bank with new signature authorities, to the landlord, to key suppliers and to the accountant, and revoke the former president’s remote access, company cards and e-banking tokens in writing. If the company also changes shareholders in the same operation, remember the beneficial-owners register, the RBE, the registre des bénéficiaires effectifs: the one-stop shop always asks whether the position changed, and a share transfer alongside the removal usually requires a fresh declaration, as explained in our guide on fixing an RBE filing that blocks the bank or the greffe. If the outgoing president was also the blocking minority shareholder refusing to sell, the removal alone does not recover his shares; see our guide on exiting a blocked SAS share sale through approval and pre-emption clauses.
B. Neutralising the Aftermath: Handover, Company Property, the Employment Contract and the Shareholders’ Agreement
The vote and the Kbis do not recover the company by themselves. Impose a documented handover from the effective date: accounting records, client files, passwords, keys, the company seal and the pending-contracts list, recorded in a signed handover report, a procès-verbal de passation, with a bailiff, a commissaire de justice, present if you expect resistance. Demand the return of every company asset the same week: car, computer, phone, bank cards. Personal use of company property after the mandate ends is not a private quarrel; article L. 242-6 of the Commercial Code, applicable to SAS officers through the compatibility rule of article L. 227-1, punishes by five years’ imprisonment and a 375,000 euro fine anyone who “de faire, de mauvaise foi, des biens ou du crédit de la société, un usage qu’ils savent contraire à l’intérêt de celle-ci, à des fins personnelles ou pour favoriser une autre société ou entreprise dans laquelle ils sont intéressés directement ou indirectement ;” meaning who in bad faith puts company assets or credit to a use they know runs against the company’s interest, for personal ends or to favour another business in which they hold an interest. You will rarely file that complaint, but the former president’s counsel knows the text, and a formal demand letter citing it recovers cars and laptops faster than months of negotiation. Change every access the same day the Kbis updates: bank tokens, accounting software, email administration, social accounts, the one-stop-shop account and the tax portal. Notify the company’s insurer that the authorised driver and the legal representative changed, and ask the accountant to freeze any standing payment mandates the former president signed alone.
Check next whether the ousted president also held an employment contract, because ending the mandate never ends the contract. A SAS president is an assimilated employee for social security, which means no unemployment insurance as an officer; only a genuine employment contract for separate technical duties, with a real subordination link to the company, opens rights to dismissal procedure and severance. Courts test that link strictly: separate duties from the mandate, separate pay, and orders actually received and obeyed. If such a contract exists, the removal vote does not dismiss the employee, and skipping the dismissal procedure invites a prud’hommes claim, the French employment tribunal, on top of the corporate dispute. Suspend the contract’s effects during the handover where the contract allows it, convene the preliminary meeting, notify by registered letter, pay the legal and contractual indemnities, and deliver the employment certificate and final settlement. Where no contract exists, say so in writing and stop paying anything that looks like salary the day the mandate ends, because continued transfers rebuild exactly the employment relationship you deny. Companies facing the mirror situation, having to part with a first hire rather than a co-founder, follow the same discipline described in our guide on dismissing a first employee in France, procedure, severance and the prud’hommes risk.
Finally, pull out the shareholders’ agreement, the pacte d’associés, before the removal meeting, not after. The agreement is where foreign founders win or lose the aftermath: bad-leaver clauses forcing the ousted president to sell his shares at a formula price, option and pre-emption mechanics, vesting reversals, non-competition and non-solicitation undertakings with their financial counterpart, and confidentiality duties covering client lists and pricing. Verify three things while you still have leverage. First, whom the agreement binds: clauses signed only between individuals do not bind the company, and the July 2025 ruling shows that even unanimous shareholder acts cannot override the articles, so align the agreement, the articles and the minutes before anyone moves. Second, the price machinery: an expert valuation clause, a buy-or-sell mechanism or a fixed formula, with who pays the expert and within what deadline, because a forced sale without a workable price becomes a second trial. Third, the non-compete: French courts enforce it only with a limited territory, duration and activity, plus a financial compensation, so an unlimited worldwide ban for nothing is an unenforceable threat that poisons negotiation. Where the ousted president refuses every exit, combine the levers in one settlement: resignation from any remaining office, share transfer at the contractual price, handover certificate, mutual release of employment and mandate claims, and a paid, bounded non-compete. A settlement signed while the removal is procedurally clean costs a fraction of the parallel corporate, employment and criminal proceedings that follow a messy one.
Conclusion
A foreign shareholder can remove the president of a French SAS without living in France, but only in the order the law rewards. Read the articles first and amend them before the vote if they block what you need, because since the 9 July 2025 ruling no unanimous side paper can override them. Vote cleanly under your own procedure, keep the circumstances neutral and silent toward third parties, and budget the 30,000 euros courts repeatedly award when bitterness shows. Then publish fast: minutes, legal notice within one month, one-stop-shop filing within one month with all six exhibits, and the new Kbis to the bank the same day, because until the BODACC speaks the ousted president still signs for the company. Secure the handover, recover the assets, separate the employment contract from the mandate, and activate the shareholders’ agreement as one coordinated settlement. For the full formation-to-operation picture, start from our hub guide on setting up a company in France as a foreign founder, bank account, Kbis, VAT and first hire. Distance is no obstacle to any of this; improvisation is the only enemy.
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