You live in London, Dubai, New York or Singapore. Your French company just had a good year, the annual meeting voted dividends, and you expected the money on your foreign bank account within days. Instead, the transfer arrives late, it is smaller than the voted amount, or it never arrives at all. The French bank mentions a withholding, the accountant mentions a treaty form you never filed, and a co-shareholder in Paris suggests keeping the profits in reserves for another year. This guide explains, in plain English, how dividends legally leave a French company when the owner lives abroad: who must vote them and on which profits, when the money must reach you, which French withholding tax applies, how your tax treaty reduces it, and how you recover overpaid tax or force payment from abroad. Every French acronym is explained, every decisive rule is linked to its official text, and the procedure is described for a reader who cannot walk into a French tax office. If you are setting up the structure itself, start with our foreign founder guide to bank account, Kbis, VAT and first hire, and if you hesitate between leaving cash in the company or taking it out, read our guide on shareholder loans to your own French company alongside this page.
I. How does your French company legally vote and pay dividends when you live abroad?
A. What profits can your French company distribute and who votes the dividends?
French law does not let shareholders vote dividends on any amount they like. The starting point is the concept of distributable profit. Article L232-11 of the Commercial Code provides: « Le bénéfice distribuable est constitué par le bénéfice de l’exercice, diminué des pertes antérieures, ainsi que des sommes à porter en réserve en application de la loi ou des statuts, et augmenté du report bénéficiaire. » In practice, you take the profit of the financial year, subtract prior losses and the mandatory allocations to reserves, and add retained earnings carried forward from previous years, known as report à nouveau. The meeting can also distribute sums taken from free reserves, but the decision must name the exact reserve accounts used, and dividends are taken first from the distributable profit of the year. No distribution is allowed when net equity would fall below the share capital plus non-distributable reserves, except through a formal capital reduction.
Once the accounts show distributable sums, the shareholders decide. Article L232-12 of the Commercial Code states: « Après approbation des comptes annuels et constatation de l’existence de sommes distribuables, l’assemblée générale détermine la part attribuée aux associés sous forme de dividendes. » The general meeting, assemblée générale, is the collective decision body of the shareholders or partners. In a SAS, société par actions simplifiée, the flexible joint-stock company most foreign founders choose, the articles of association organise how meetings are called and how you vote from abroad, including by video conference or written consultation. In a SARL, société à responsabilité limitée, the closed limited liability company, the rules are more rigid and written consultation follows the statutory framework. Either way, the dividend decision comes after the approval of the annual accounts, and the approval itself has a deadline: Article L225-100 of the Commercial Code requires the ordinary general meeting to be held at least once a year, within six months of the financial year end, unless a court extends the deadline. Miss that meeting and any shareholder, or the public prosecutor, can ask the court to order the managers to convene it, if needed under a daily penalty.
For a foreign owner, three practical points follow. First, keep the paper trail in order: signed financial statements, the manager’s report, the auditor’s report if your company has a commissaire aux comptes, the statutory auditor, and written minutes, procès-verbal, recording the exact dividend per share, the payment date and the bank details. Banks and the tax administration ask for these minutes before releasing or refunding anything. Second, file the approved accounts: French companies must file, dépôt des comptes, their annual accounts with the greffe, the registry office of the local commercial court, within one month of approval, or two months when filed online through the INPI Single Window, the guichet unique run by the Institut national de la propriété industrielle, which has centralised business filings since 2023. Without filed accounts, your Kbis, the official company identity certificate issued from the trade register, still exists, but partners and administrations treat your file with suspicion. Our separate guide on approving your French company’s accounts from abroad walks through the remote voting mechanics step by step.
Third, never vote dividends that do not exist. The same Article L232-12 warns: « Tout dividende distribué en violation des règles ci-dessus énoncées est un dividende fictif. » A fictitious dividend is not a civil irregularity only. In a SARL, Article L241-3 of the Commercial Code punishes managers who distribute fictitious dividends, in the absence of an inventory or on the basis of fraudulent inventories, with five years of imprisonment and a 375,000 euro fine. The criminal courts apply this energetically. On 12 June 2025 the Criminal Chamber of the Cour de cassation, France’s supreme court for civil and criminal matters, ruled in case 24-81.263 on a file in which the Bordeaux appeal court had, in the words of the decision, « condamné le premier, pour faux et complicité de répartition de dividendes fictifs, à 15 000 euros d’amende, le second, pour répartition de dividendes fictifs, faux et usage, à six mois d’emprisonnement avec sursis et une confiscation ». Managers were convicted for fictitious dividends built on rigged accounting around a share sale. A foreign shareholder who pushes a compliant-looking distribution out of inflated interim accounts takes the same risk, and the accountant who prepares them can be prosecuted as an accomplice.
A recent supreme court decision also settles a trap that hits foreign sellers. When you sell your shares between the meeting that parks profits in retained earnings and a later meeting that distributes them, who gets the money: you or the buyer? On 12 February 2025 the Commercial Chamber of the Cour de cassation held in case 23-11.410 that « le report bénéficiaire d’un exercice est inclus dans le bénéfice distribuable de l’exercice suivant », so only the meeting approving the later year’s accounts can allocate and distribute those carried-forward profits, and a distribution voted by any other meeting is void. In that case the sellers had voted themselves 60,000 euros of dividends from retained earnings after signing the sale, and lost. The lesson for a founder abroad: calendar the sale deed and the dividend resolution together, state expressly in the share purchase agreement who receives dividends voted but not yet paid at closing, and never assume a pre-closing distribution survives the transfer of title.
B. When must the dividends reach your foreign bank account and what if payment never comes?
A voted dividend becomes a debt the company owes you personally. Article L232-13 of the Commercial Code sets the payment rule: « la mise en paiement des dividendes doit avoir lieu dans un délai maximal de neuf mois après la clôture de l’exercice. La prolongation de ce délai peut être accordée par décision de justice. » The meeting fixes the payment terms or delegates them to the board or the managers, but the money must be released within nine months of the year end, and only a court can extend that period. For a 31 December year end, payment is due by 30 September of the following year. Interest for late payment runs against the company, and the delay also postpones the withholding and reporting timetable described in Part II, which can create a second dispute with the tax administration.
The vote binds the company even when the new controller dislikes it. In the same 12 February 2025 decision 23-11.410, the Cour de cassation recalled: « les délibérations d’une société commerciale s’imposent aux associés tant que la nullité n’en a pas été prononcée. » A buyer who acquires the company after the vote cannot simply cancel the dividend by a new resolution; it must sue for annulment and win. Symmetrically, once the dividend is voted, the seller or the departing shareholder keeps a personal claim for payment even after losing shareholder status. If your French company refuses to pay, the path from abroad is straightforward: send a formal demand, mise en demeure, by registered letter or bailiff, commissaire de justice, the reformed title of the huissier, the enforcement officer, then sue for payment before the commercial court, tribunal de commerce, of the company’s seat, or the judicial court, tribunal judiciaire, depending on the company form, and ask for late interest and costs. For Paris-seated companies this means the Paris commercial court or the Paris judicial court, and enforcement abroad then follows the European or treaty channels with the French judgment.
Payment disputes from abroad usually fall into four patterns. First, the money was voted but the manager claims cash is tight and offers to postpone indefinitely: without a court extension of the nine-month period, the delay is a breach, and you can sue. Second, the majority votes to park everything in reserves year after year to starve you out: French courts can annul a systematic retention decided against the company’s interest and constituting an abuse of majority, abus de majorité, and award damages to the minority shareholder, but you must prove the abuse with accounts, prior distribution practice and the absence of a genuine investment plan, not with frustration alone. Third, the dividend was paid but net of charges you dispute: identify precisely what was deducted, withholding tax, bank fees or an alleged shareholder debt set-off, compensation, before litigating, because each deduction follows a different challenge route. Fourth, the transfer fails for compliance reasons: French banks freeze transfers to certain jurisdictions or demand proof of the economic substance of the payment, and the fix is documentary, certified minutes, filed accounts, tax residence certificate, rather than judicial.
If you are based in Paris or elsewhere in Île-de-France, the Paris region, prepare the local file the same day the dividend is voted: the Kbis of the distributing company, the filed accounts showing the distributable profit, the signed minutes with the payment date, your foreign tax residence certificate, and a French bank account in the company’s name capable of issuing SEPA or SWIFT transfers with the correct withholding statements. Companies seated in Paris file with the Paris greffe, litigate payment claims in Paris, and deal for refunds with the non-resident tax office, the Service des impôts des non-résidents, whose practice on treaty forms is strict. A one-week delay in gathering these papers routinely costs months once the nine-month payment deadline and the tax claim deadlines start overlapping.
II. How much French withholding tax will you pay abroad and how do you recover overpaid tax?
A. Which withholding rate applies to your dividends and how does your tax treaty cut it?
When dividends leave France for a shareholder who does not live there, France taxes them at source. Article 119 bis of the General Tax Code provides that distributed income « donnent lieu à l’application d’une retenue à la source dont le taux est fixé par l’article 187 lorsque leurs bénéficiaires effectifs sont des personnes qui n’ont pas leur domicile fiscal ou leur siège en France ». The retenue à la source is the withholding tax levied by the paying company before the money reaches you. The distributed income itself is defined by Article 108 of the General Tax Code, which refers to the rules in Articles 109 to 117 for income distributed by companies liable to French corporate tax, impôt sur les sociétés. In short: if you have neither your tax home, domicile fiscal, nor your company seat in France, your French dividends are in principle caught by French withholding.
The domestic rates are set by Article 187 of the General Tax Code. For individual beneficiaries the rate is « 12,8 % pour les bénéficiaires personnes physiques ». For corporate and institutional beneficiaries the rate points to the corporate tax scale in Article 219 of the General Tax Code, whose standard rate is now 25%, so a foreign company receiving French dividends generally suffers 25% at source. And where the dividends are paid outside France into a non-cooperative state or territory, État ou territoire non coopératif, within the meaning of Article 238-0 A, the same Article 187 raises the rate dramatically: « 75 % pour les produits mentionnés aux articles 108 à 117 bis ou 119 bis A et payés hors de France, dans un Etat ou territoire non coopératif », unless the payer proves the payment there has neither the object nor the effect of enabling tax fraud. Check where your account sits before the payment, because a 75% levy applied by default is painful to unwind. French social charges, CSG and CRDS, are in practice not levied at source on dividends paid to non-residents, unlike French rental income, so the withholding described here is the levy to focus on; the official doctrine collected on BOFiP, the Bulletin officiel des finances publiques, under reference BOI-RPPM-RCM-30-30-20-60 details the mechanics for foreign recipients.
Tax treaties, conventions fiscales, then reduce the French levy, and they are where most foreign founders save real money. Bilateral treaties typically cut the individual rate from 12.8% to 15%, and often to 5% for a parent company holding a substantial stake, commonly 10% or more of capital, in the French distributor. Holdings inside the European Union can go further: the EU Parent-Subsidiary directive, relayed into French domestic law, can exempt qualifying dividends paid to an EU parent holding at least 10% for two years, under strict substance and documentation conditions that the non-resident tax office checks line by line. The official BOFiP doctrine on distributed income paid abroad is the reference your adviser uses to confirm the applicable treaty article for your country, and the impots.gouv.fr treaty database gives the current text. Two warnings matter. First, treaty relief is never automatic: you must prove foreign tax residence with the treaty certificate, commonly forms 5000 and 5001, filed through the French payer before the payment if you want the reduced rate applied immediately. Second, the treaty of your country of residence decides everything, not your nationality: a French national living in Dubai is treated under the France-UAE treaty, and a British national living in France is not a non-resident at all for this purpose.
Put numbers on your own case before the meeting votes. Take a SAS with 100,000 euros of distributable profit and a single individual shareholder living in a treaty country capping source tax at 15%: domestic withholding would be 12,800 euros, treaty withholding 15,000 euros, so paradoxically the treaty can cost slightly more for individuals, and the real treaty gain sits in avoiding double taxation at home through the foreign tax credit. For a foreign parent company receiving 500,000 euros with a 5% treaty rate instead of 25% domestic, the saving is 100,000 euros, which explains why holding structures and the two-year 10% conditions deserve attention before the distribution, not after. Ask your accountant for a one-page simulation showing the gross dividend, the domestic withholding, the treaty withholding, the net received and the credit available in your country of residence, and keep it with the meeting minutes: when the refund claim or the foreign tax return is examined two years later, that page is the proof that the structure was planned, not improvised.
B. How do you claim the refund from abroad and challenge a refusal before the deadline?
French practice offers two doors, and you must choose the right one at the right time. Door one opens before the payment: you send the French company, before the dividend is put into payment, your certificate of tax residence on the treaty form, commonly form 5000, so the company applies the reduced treaty rate directly and pays the balance of the withholding to the French Treasury with its 2754 withholding return. Door two opens after the payment: the company has already withheld at the domestic rate, and you claim the excess back from the French administration with the refund form, commonly form 5001, plus proof of the levy, the 2754 statement, the minutes voting the dividend, your residence certificate and your bank details. Both doors lead to the same administration for non-residents, and both require the same discipline: the correct form, fully completed, signed by your home tax authority where required, and filed within the applicable time limit. An incomplete certificate is the most frequent cause of rejection, ahead of any substantive dispute.
Build the refund file as if the officer knows nothing about you. Include the Kbis of the French payer, the filed accounts and the minutes proving the dividend is real and distributable, the withholding statement showing the amount levied and the date, the residence certificate covering the payment date, the treaty article you rely on with the rate calculation, and a cover letter in French stating the amount claimed and the bank account for the refund. Foreign founders living abroad should also attach a French translation of any foreign-language residence certificate and keep proof of dispatch, because the administration counts filing dates strictly. If the refund is granted, the excess comes back with late interest in the cases the law provides; if it is refused, the refusal letter states the reasons and the appeal route, and you must react within the stated period rather than sending the same file again. Never resubmit an unchanged file in a loop: correct the identified defect, add the missing proof, or escalate.
When the dispute is substantive, the path is the standard French tax challenge, contentieux fiscal, adapted to distance. First comes the prior claim, réclamation préalable, addressed to the competent tax office, setting out the facts, the legal basis, treaty article and domestic provisions, and the exact amount, with all exhibits attached. File it as early as possible: French tax claims are subject to short, strict limitation periods, and a late claim is rejected without any review of the merits, however strong the treaty argument. If the administration rejects the claim expressly or by silence after six months, you can appeal to the administrative court, tribunal administratif, which for non-residents follows the allocation rules of the competent court, often Montreuil for non-resident income tax matters, and the proceedings run entirely in writing, which suits a claimant abroad represented by counsel. Throughout, keep paying attention to the parallel corporate calendar: while you litigate the withholding, the company must still meet its own filing and payment obligations, and a late 2754 return draws penalties that no treaty refund will cover.
For founders in Paris and Île-de-France, two local reflexes decide these files. First, centralise the dividend paperwork with the Paris accountant before the payment, not after: residence certificate requested from your home authority early, treaty simulation signed off, 2754 calendar diarised, because the Paris non-resident office processes thousands of standard files and rewards complete ones. Second, align the dividend timetable with the company’s legal calendar: accounts approved within six months, dividends paid within nine months, withholding declared and paid on time, refund claimed without delay. The foreign founder who treats the dividend as a single bank transfer loses; the one who treats it as a four-step sequence, vote, payment, withholding, treaty relief, each with its own deadline and its own proof, brings the money home and keeps it.
Conclusion
Taking dividends out of your French company while living abroad is a legal sequence before it is a bank transfer. Verify that distributable profits exist within the meaning of the Commercial Code, have the general meeting vote them after approving the accounts, secure payment within nine months, and keep the minutes and filed accounts that every bank and every tax officer will demand. Then manage the French withholding deliberately: identify the domestic rate for your situation, apply your tax treaty through the residence certificate before payment or claim the excess back afterwards, and challenge any refusal through the prior claim and the administrative court without missing the short deadlines. Fictitious dividends and systematic retention each carry their own sanction, criminal on one side and annulment with damages on the other, so neither inflating the distribution nor starving the minority is a strategy. Run the four steps in order, keep every proof, and the dividend voted in Paris spends its life on your foreign account, not in a French suspense file.
Need a quick opinion on your case?
Telephone consultation within 48 hours with a lawyer of the firm. Call +33 6 46 60 58 22 or contact us via our contact page. We assist foreign founders in Paris and throughout Île-de-France with dividend votes, withholding relief and refund claims.