Your French company director just resigned by email, stopped answering, or has to be removed after a serious disagreement, and you live in London, New York, Dubai or Singapore. The bank still shows the former manager as the authorised signatory, the Kbis company identity certificate still names that person, suppliers keep asking who can validly sign, and you wonder whether a simple shareholder decision signed from abroad is enough. It is not. France treats the appointment and the departure of a company director as a regulated publication event: the decision must follow the correct corporate rules, it must be filed on the national single window within one month, and until the new Kbis is issued the former director can still bind the company toward third parties in many situations. This guide explains, for foreign owners of a SAS simplified joint-stock company and a SARL private limited company, how to resign, remove and replace a president, general manager or gerant from abroad, how to file the change on the INPI single window known as the guichet unique, and how to close the liability tail with the bank, the tax office and URSSAF, the social contributions collector.

I. How do you lawfully remove a SAS president or SARL gerant when you live abroad

Removal is the step foreign owners get wrong most often. They hold a video call, agree that the director is out, stop paying that person, and only discover months later that the removal was void, that damages are owed, or that the greffe, the registry office of the commercial court, rejected the filing because the wrong body voted or the wrong majority was used. The rules differ sharply between the SAS, where the bylaws control almost everything, and the SARL, where statute protects the gerant. Before voting anything, read your bylaws line by line, check who appoints and who removes, which majority applies, and whether the bylaws require a just cause, a notice period, or an indemnity. Then match that reading against the statute and the case law below, because bylaws that contradict mandatory statute are unenforceable and extra-statutory side letters cannot override the bylaws.

A. How do you remove a SAS president or general manager without breaking the bylaws

In a SAS, the statute says that Les statuts fixent les conditions dans lesquelles la société est dirigée. That short sentence carries the whole SAS philosophy: the law does not impose a standard removal procedure, so your bylaws are the removal procedure. They decide who can remove the president, whether shareholders vote or the president alone removes the general manager, whether removal can happen at any time without cause, known as revocation ad nutum, or only for a defined just cause, what notice and hearing rights apply, and whether an indemnity is owed. The president is the person who represents the company toward third parties, since La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts. General managers, directeurs generaux, only exist and only have powers if the bylaws create the office, so their removal follows whatever the bylaws say about that office.

Two published decisions of the commercial chamber of the Court of Cassation set the boundaries every foreign owner should know. In a 9 July 2025 decision, appeal number 24-10.428, published in the Bulletin, the Court held that 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 facts were instructive: the bylaws allowed removal of the general manager at any time without indemnity, but the shareholders unanimously approved side conditions in an annex to the meeting minutes that restricted removal to three defined cases. The Court quashed the appeal ruling and refused to apply the side annex, because a collective decision may supplement silent bylaws but can never contradict them unless the bylaws themselves are formally amended. For a foreign owner, the lesson is direct: if you want protection against brutal removal, or freedom to remove without paying, write it into the bylaws through a proper bylaws amendment, not into minutes, side letters, or email promises.

The mirror decision, dated 9 March 2022, appeal number 19-25.795, also published in the Bulletin, confirms the other side of the same freedom. The Court approved an appeal ruling which had held that 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 added that c’est à bon droit que l’arrêt décide que la révocation de M. [N] en tant que directeur général de la société Hubbard pouvait intervenir sans qu’il soit nécessaire de justifier d’un juste motif. The bylaws there simply said managers other than the president were removable at any time by the sole shareholder or by the ordinary meeting on the proposal of the president, without mentioning cause. The Court treated that silence as permission: where the bylaws do not require a just cause, removal without cause is lawful and no damages are owed for the bare fact of removal. Where the bylaws do require a just cause, or define one, the company must prove it, or pay.

From abroad, run the SAS removal as a disciplined paper exercise. First, circulate the exact bylaws clauses on appointment and removal and identify the competent body: shareholders in meeting, sole shareholder, president, or another organ the bylaws designate. Second, decide whether the bylaws demand a just cause. Poor performance documented by figures, loss of confidence proven by concrete facts, breach of non-compete duties, or criminal conduct affecting the business are typical just causes, but disagreement alone is not. Third, respect the contradictory principle even when the bylaws are silent: send the manager a registered letter or bailiff notice stating the contemplated removal, the facts relied upon, and an invitation to submit written observations within a short stated deadline, then hold the vote after that deadline. French courts do not always annul a removal for lack of prior hearing in a SAS, but a brutal or vexatious removal, announced by surprise, accompanied by humiliating communication to staff or clients, or executed without leaving the manager any means to respond, regularly produces damages even when the removal itself stands. The 2025 decision preserved a 30,000 euro award for vexatious and brutal circumstances while quashing the finding of causeless removal, which shows that form and tone have a price. Fourth, hold the vote in the form the bylaws allow from abroad: videoconference attendance where authorised, written consultation where authorised, or sole shareholder decision recorded in signed minutes. State the legal basis, the cause relied upon or the express statement that no cause is required under the cited bylaws clause, the effective date, the fate of any employment contract separate from the corporate office, and the indemnity granted or denied. Fifth, deal with the corporate office and the employment contract separately. A president or general manager who also holds an employment contract keeps that contract until it is terminated under labour law; removing the office does not dismiss the employee, and dismissing the employee does not remove the office. Confusing the two is one of the most expensive mistakes foreign groups make.

Resignation by the SAS director follows the same bylaws-first logic. Most bylaws allow resignation by simple written notice, sometimes with a notice period. Insist on a clear signed resignation letter stating the office resigned, the company name and registration number, and the effective date, because an ambiguous email saying I quit everything has generated litigation about whether the office, the employment contract, or both were resigned. The company should acknowledge receipt in writing, record the vacancy in minutes, and move immediately to the replacement and filing steps described in Part II, since a company left without a president cannot validly act toward banks and registries.

One special case deserves attention: where a legal entity, rather than a natural person, is president or manager of the SAS. French law provides that Lorsqu’une personne morale est nommée président ou dirigeant d’une société par actions simplifiée, les dirigeants de ladite personne morale sont soumis aux mêmes conditions et obligations et encourent les mêmes responsabilités civile et pénale que s’ils étaient président ou dirigeant en leur nom propre, sans préjudice de la responsabilité solidaire de la personne morale qu’ils dirigent. Foreign groups that appoint their holding company as president of the French SAS therefore expose both the holding and the natural person who permanently represents it. Removing the individual representative without removing the legal-entity president changes nothing on the Kbis; you must remove or replace the president itself and designate the new permanent representative.

B. How do you revoke a SARL gerant for just cause and avoid damages

The SARL is less flexible by design. The statute opens with the rule that La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques. Only natural persons can be gerants, legal entities are excluded, and the gerant holds the widest powers to act in the name of the company toward third parties within the limits of the corporate purpose. That broad representative power explains why statute, not just the bylaws, supervises removal. The core removal text states that the gerant may be removed by shareholder decision, that courts may also remove for lawful cause at the request of any shareholder, and that Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts. It adds that le gérant est révocable par les tribunaux pour cause légitime, à la demande de tout associé. The default voting rule for that shareholder decision is that Dans les assemblées ou lors des consultations écrites, les décisions sont adoptées par un ou plusieurs associés représentant plus de la moitié des parts sociales. Bylaws may require a higher majority, but they cannot transfer the removal power away from the shareholders to a third party, and they cannot suppress the right of any shareholder to ask a court for removal for lawful cause.

Just cause, juste motif, in SARL case law means facts that make continued management contrary to the company interest: persistent failure to file accounts or tax returns, use of company funds for personal purposes, competition against the company, concealment of material information from shareholders, paralysis of decision-making, or loss of the personal relationship of trust where the company was built around that person, provided the facts are proven. Courts assess cause at the date of removal, not with hindsight, so the file you build before the vote decides the case. Collect the Kbis, the bylaws, the appointment decision, bank statements showing disputed transfers, unanswered formal notices, auditor or accountant letters about missing documents, and proof that the gerant was invited to explain. Then convene the shareholders from abroad in the exact form the bylaws and statute require: notice period, agenda mentioning the contemplated removal, communication of the documents shareholders are entitled to receive, and minutes recording the votes share by share. A majority-of-shares decision removes the gerant even if the gerant is also a majority shareholder, unless the bylaws impose a stronger majority that the remaining shareholders cannot reach, which is why foreign minority investors should negotiate removal majorities before investing rather than after the dispute erupts.

Damages for causeless removal in a SARL compensate the loss caused by early termination of the office, not an automatic severance. Courts look at the remaining term where the gerant was appointed for a fixed period, the foreseeable remuneration, the abruptness of the removal, and any separate employment contract. Where the bylaws or the appointment decision promised an indemnity, that promise applies. Where nothing was promised, a removal for proven just cause normally ends the office without indemnity, while a removal without proven cause exposes the company to damages that can reach many months of remuneration. The separate question of brutal and vexatious circumstances applies here too: even a removal founded on real cause can generate additional damages if executed in a humiliating or disloyal way, for example by cutting access and announcing dismissal to the whole workforce before notifying the person concerned. Keep the procedure firm, written, and calm.

The reverse situation, resignation of the gerant, is simpler but still needs paper. A gerant may resign at any time unless the bylaws impose a notice period or require resignation at a meeting, but sudden resignation that disorganises the company can itself engage liability if timed to harm. Ask for a signed resignation letter with an explicit effective date, acknowledge it in shareholder minutes, record the vacancy, and appoint the successor without delay, because many banks freeze online payment rights when they learn the sole gerant has left and no replacement has been published. Where the gerant is also the sole shareholder, resignation alone does not transfer the shares; the shares remain with that person until assigned, and the company remains without management until a new gerant is appointed, which banks and counterparties will notice.

Deadlock deserves a final warning. In a fifty-fifty SARL where each side holds half the shares, neither side alone reaches the more-than-half threshold, so neither can remove the other gerant by vote, and the court route for lawful cause becomes the only exit. Foreign investors who accept equal shareholdings without a tie-breaker, a buy-sell clause, or a defined removal mechanism discover this trap at the worst moment. If you already sit in deadlock, document the paralysis, request a court-appointed provisional administrator only as a last resort, and negotiate a share transfer with simultaneous resignation and appointment rather than forcing a removal vote you cannot win.

II. How do you appoint the replacement and cut the outgoing director liability from abroad

Removal ends the internal mandate, but only publication ends the external appearance. As long as the former president or gerant appears on the Kbis, banks, landlords, tax offices and courts presume that person can still act, and the company bears the consequences of acts performed toward good-faith third parties. French company law therefore requires a modification filing within one month of the change, through the single national portal, and prudent practice adds a full round of notifications the same week: bank, insurer, landlord, payroll provider, accountant, clients with delegation clauses, and pending courts. Foreign owners should treat the appointment decision, the single-window filing, and the liability clean-up as one continuous operation, not three separate tasks spread over a quarter.

A. How do you file the change on the single window and get a clean Kbis

Since 1 January 2023, almost all company formalities pass through the single portal operated by the INPI, the National Institute of Industrial Property, which forwards the file to the competent registries and feeds the National Company Register known as the RNE, Registre national des entreprises. The statute describes this body in these terms: L’organisme unique mentionné à l’article L. 123-33 permet aux entreprises de réaliser l’ensemble des formalités et procédures nécessaires à l’accès et à l’exercice de leur activité. In practice, the foreign owner or the French counsel logs into the formalities portal, selects modification of directors, uploads the supporting documents, signs electronically, pays the registry fees, and tracks requests for correction until the updated Kbis can be downloaded. Paper filings at the greffe counter no longer substitute for this route except in narrow fallback cases the portal itself indicates.

The deadline is strict: une inscription modificative dans le mois de tout fait ou acte rendant nécessaire la rectification ou le complément des énonciations. The full article adds that the request passes through the single body and covers the statements listed in the register provisions, but the operational point is the one-month period running from the effective date of the resignation, removal or appointment. Late filing does not annul the appointment between shareholders, but it prolongs the period during which the former director appears as manager, it exposes the company to fines and to rejection of later filings, and it weakens any argument that a third party knew the former director had no authority. File within days, not weeks.

Prepare the file as the greffe reviewer will read it. The standard bundle for a change of SAS president, general manager or SARL gerant includes the signed minutes of the removal and appointment decision with the exact legal basis, the updated bylaws where the director is named in the bylaws, the identity document of the incoming director with certified translation where needed, the signed declaration of non-conviction and parentage, attestation sur l’honneur de non-condamnation, proof of the registered office where the office move accompanies the change, and where the new director is a foreign resident, proof of address and, for certain nationalities and activities, applicable authorisations. Where the incoming director will hold a regulated role, add the professional licence. Where the change alters effective control, update the beneficial owner register in the same filing cycle, because reviewers increasingly cross-check the two. Each uploaded document must be complete, legible, and consistently named: the same person, the same spelling, the same date of birth across every page. Rejections most often come from mismatched names between the minutes and the identity document, missing signatures, an outdated bylaws version, or a declaration of non-conviction signed more than three months earlier.

Foreign owners face three recurring practical obstacles. First, electronic signature: the portal accepts qualified electronic signatures, and shareholders abroad can sign minutes electronically where the bylaws allow written consultation or electronic meetings, but some greffes still query unfamiliar foreign e-signature formats, so keep an ink-signed original available for upload as a scanned copy. Second, powers of attorney: a shareholder who cannot attend can grant a written proxy to another shareholder or to counsel, provided the bylaws allow proxies for that decision; file the proxy with the minutes rather than holding it back for a later dispute. Third, language: minutes and bylaws may be bilingual for comfort, but the version filed should have a clear French operative part, because reviewers work in French and counterparties read the Kbis in French. Once validated, the change appears on the updated Kbis, the company identity certificate issued by the greffe that proves who manages the company, and is announced in the BODACC, the Bulletin officiel des annonces civiles et commerciales, the official gazette where company events are published. Download the new Kbis immediately, check every line, and circulate it the same day to the bank, the accountant, the payroll body, and any counterparty holding a delegation of signature.

If the portal rejects the filing, read the rejection reason literally and cure exactly that defect rather than resubmitting the identical bundle. Common cures include rewording the minutes to cite the precise bylaws article used, adding the missing second shareholder signature, replacing an expired identity document, or filing the bylaws update that the minutes announced but forgot to attach. Keep every rejection notice and every resubmission receipt: where a counterparty later challenges the authority of the new director during the gap period, that paper trail proves diligence and fixes the timeline. Where the outgoing director refuses to sign anything, remember that the company files the change, not the departing person; the signed shareholder minutes suffice, and no countersignature from the former director is required.

B. How do you close the liability tail: bank, tax, URSSAF and criminal risk

New Kbis in hand, the work is half done. The outgoing director may still be able to move money, may still receive tax notices, and may still be pursued for management faults, while the incoming director inherits unknown exposure from the period before appointment. Close each channel explicitly, in writing, the same week.

Start with the bank, because money moves fastest. Send the bank the new Kbis, the appointment minutes, and a signed instruction revoking all powers, delegations, cards and online access granted to the former director and granting defined powers to the new one. Ask for written confirmation with the effective time and date, and verify the next day that former access codes no longer work. Where the former director gave a personal guarantee for company borrowing, that guarantee survives the end of the office unless the bank releases it; negotiate the release as part of the transition and record any replacement guarantee from the incoming director or the foreign parent. Where the company holds funds abroad and the French account requires double signature during transition, set that rule in writing rather than relying on oral promises from the branch.

Continue with liability in the strict legal sense. For the SARL, the statute provides that Les gérants sont responsables, individuellement ou solidairement, selon le cas, envers la société ou envers les tiers, soit des infractions aux dispositions législatives ou réglementaires applicables aux sociétés à responsabilité limitée, soit des violations des statuts, soit des fautes commises dans leur gestion. For the SAS, a cross-reference applies the board liability regime to the president and managers, since Les règles fixant la responsabilité des membres du conseil d’administration et du directoire des sociétés anonymes sont applicables au président et aux dirigeants de la société par actions simplifiée. In both vehicles, shareholders may bring the company action for damages against a former manager, and third parties may sue where a management fault separable from normal duties caused them personal loss. A discharge, quitus, voted at the accounts meeting does not block later claims for facts concealed at the time of the vote, and resignation or removal never wipes out liability for the period actually managed. Foreign owners should therefore organise a documented handover: bank reconciliations, list of pending litigation and guarantees, tax and social filing status, employment disputes, key contracts with change-of-control clauses, and written confirmation of where the archives sit. Have the accountant certify the last closing figures available and have counsel date-stamp the handover inventory. That file protects the incoming director against inherited faults and gives the company the evidence it would need against the outgoing one.

Tax and social channels need the same explicit treatment. Notify the corporate tax office, service des impots des entreprises, of the change of legal representative so that future notices and audit invitations go to the right person, and mandate the accountant to check that VAT returns, value-added tax filings, corporate income tax instalments, and withholding statements are current. With URSSAF, the collector of employer social contributions, confirm through the payroll provider that the former director is removed from all employer declarations and that the new one is correctly affiliated according to status: employed president or gerant with a payslip, or non-employed, travailleur non salarie, affiliated to the self-employed scheme. A frequent and costly error is to keep paying the former director through payroll after the office ended, or to stop affiliating the new one because that person lives abroad and is assumed to be covered elsewhere. Social affiliation follows the French office held, not the private assumption of the group, subject to posted-worker and totalisation rules that must be documented with A1 certificates or equivalent where they genuinely apply.

Criminal exposure concentrates on a few well-known traps: abuse of corporate assets, Banqueroute-type offences in insolvency, undeclared work where a manager kept on the former director’s authority after departure, and failure to file accounts. The transition week is the moment to verify that annual accounts due are filed, that the RNE data is consistent, and that no payment incident is left unanswered. Where the outgoing director threatens to block the handover or retain company documents, send a formal notice demanding restitution of keys, seals, credentials, archives and client funds, and ask the court for interim restitution only if that notice fails. Where the incoming director discovers past irregularities, record them in writing to counsel and the accountant immediately and take corrective filings, because a new manager who knowingly continues an irregularity becomes liable for its continuation.

Finish with counterparties and courts. Notify the landlord, the insurer, major suppliers and clients, and any court where a case is pending, of the new legal representative, attaching the Kbis. Update delegations of signature so that only the new chain can commit the company above defined thresholds. In pending litigation, file a notice of change of legal representative so that service remains valid. Keep the former director’s forwarding address on record for at least a year: tax notices, court letters and bank confirmations still arrive in that person’s name for weeks after publication, and a simple forwarding agreement avoids missed deadlines that would otherwise turn into default judgments or late-filing penalties.

Conclusion

Replacing the director of a French company from abroad succeeds when three disciplines hold together. The removal must rest on the correct text: the bylaws for a SAS president or general manager, with the freedom confirmed by the 2022 Hubbard ruling and the limits set by the 2025 Ile-de-France Demolition ruling, and the statute plus bylaws for a SARL gerant, with proven just cause where damages are to be avoided. The appointment must be published fast: shareholder minutes that cite the exact legal basis, a complete single-window file within the one-month period, and a verified new Kbis circulated the same day. The transition must then be closed in writing: bank powers revoked and confirmed, tax and URSSAF affiliations corrected, handover inventoried, and counterparties notified. Foreign owners who sequence removal, publication and clean-up in that order replace a director in days and sleep through the following audit. Those who vote first and check the bylaws later spend the next year explaining the gap.

Need a quick opinion on your case

Telephone consultation within 48 hours with a lawyer of the firm. Call 06 46 60 58 22 for a rapid review of your director change, filing and liability position. Send your Kbis, bylaws and minutes through our contact page at https://kohenavocats.fr/formulaire-de-contact/. Our Paris office assists foreign founders and groups across France and the Paris region, in English, from removal strategy to clean Kbis.