Your Paris-based president has just resigned by email. Or your domiciliation contract in the 8th arrondissement is ending and you want to move the registered office of your French company to Lyon, where your warehouse already operates. You live in London, New York or Dubai, you hold all or most of the shares, and you wonder whether a signed resolution sent by email is enough. It is not. Under French company law, changing the person who represents the company or moving its registered office only produces effects against banks, customers, the tax authorities and the courts once a strict chain of decisions, publications and filings has been completed. Miss one link and the former president can still bind the company, process servers validly deliver writs to the old address, and the commercial court clerk, known in France as the greffe, keeps issuing a Kbis company identity certificate that no longer reflects reality. This guide explains, step by step, how a foreign owner lawfully replaces the president of a société par actions simplifiée (SAS, the flexible joint-stock company most foreign founders choose) or the gérant (manager) of a société à responsabilité limitée (SARL, the limited liability company), how the registered office (siège social) is moved, and how each change is published and filed through the guichet des formalités des entreprises (the single online portal for company filings, called the guichet unique) so that the National Business Register (Registre national des entreprises, RNE, the single register kept by the National Industrial Property Institute, INPI) and the Kbis extract are up to date.

I. How Do You Change the President or Manager of a French Company When You Live Abroad?

Replacing the person who runs the company is the most sensitive change a foreign shareholder can make, because that person signs contracts, hires, opens bank accounts and represents the company in court. French law treats the appointment and the departure symmetrically: both must be decided by the competent organ and both must be published. Between shareholders, the decision takes effect on the date it is adopted. Against everyone else, it takes effect only once published. That gap is where foreign owners living far from France get into trouble.

A. Who Decides on the Appointment and the Removal, and What Majority Applies?

In an SAS, everything starts with the statuts (articles of association). The Commercial Code provides that the president of an SAS is the person who represents the company vis-à-vis third parties, designated under the conditions set by the statuts, and that the statuts determine which decisions must be taken collectively by the shareholders. The exact statutory language matters here: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” In practice, most SAS statuts drafted for foreign-owned companies give the shareholders, deciding collectively, the power to appoint and remove the president, and they fix the majority, the notice period and whether removal must state reasons. Read that clause before doing anything, because it overrides everything else. A removal voted by the wrong organ or without the required majority can be annulled at the request of any interested party, and the ousted president may then claim that he is still in office.

The powers at stake explain why the appointment clause deserves such care. Article L. 227-6 of the Commercial Code states: “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.” In dealings with third parties, the company is bound even by acts of the president that fall outside the corporate purpose, unless it proves the third party knew or could not have been unaware of the excess. And the same article adds a sentence every foreign owner should memorise: “Les dispositions statutaires limitant les pouvoirs du président sont inopposables aux tiers.” Internal limits written into the statuts, such as a cap above which the president must seek shareholder approval, bind the president internally but cannot be raised against a bank or a supplier. Choose the person, then draft the limits knowing they protect you only through internal liability, not against the outside world.

In a SARL, the Code is more prescriptive. The SARL is managed by one or more individuals, who may be chosen from outside the shareholders, and they are appointed by the shareholders, in the statuts or by a later decision: “Ils sont nommés par les associés, dans les statuts ou par un acte postérieur”. For ongoing amendments to the statuts, the Code requires the shareholders representing at least three quarters of the shares for most amendments, while the transfer of the registered office is decided by shareholders representing more than half of the shares: “le déplacement du siège social est décidé par un ou plusieurs associés représentant plus de la moitié des parts sociales.” A sole shareholder (associé unique) simply records the decision in signed minutes; there is no meeting to organise. Where several shareholders exist and some live abroad, the decision can be taken by written consultation or by videoconference if the statuts allow it, which modern statuts almost always do. The practical point for a foreign owner is to produce written, dated and signed minutes (procès-verbal) recording the resignation or removal of the outgoing director, the appointment of the incoming one with full civil details, the effective date, and the powers granted for filing. A resignation sent by plain email, without formal acceptance and without any filing, is exactly the kind of private paper the courts refuse to give effect to against third parties, as the case law below shows.

Two traps specific to distance deserve emphasis. First, the outgoing president or gérant often keeps the company bank tokens, the guichet unique login and the signature stamp. The appointment minutes should therefore expressly revoke all delegations and bank powers, instruct the bank in writing, and designate who holds the filing credentials until the new Kbis is issued. Second, if the departing director is also a shareholder, removing him from office does not remove him from the capital: buying back or transferring his shares is a separate transaction with its own price, approval and registration steps. Do not mix the two in a single confused resolution.

B. How Do You Make the Change Enforceable Against Banks, Creditors and the Courts?

Once the minutes are signed, a one-month clock starts running. Decisions amending the documents filed at incorporation must be filed within one month of their date: “Les actes, délibérations ou décisions modifiant les pièces déposées lors de la constitution sont déposées dans le délai d’un mois à compter de leur date”. The filing is made exclusively online on the guichet des formalités des entreprises, which transmits it to the RNE and to the greffe of the competent commercial court. Where the change must first be advertised, the amendment is published as a legal notice under the conditions of article R. 210-3: “la modification intervenue est publiée dans les conditions prévues à l’article R. 210-3.” For a simple change of president or gérant with no seat transfer, one legal notice (annonce légale published in an authorised notices platform, a support d’annonces légales) in the département (administrative county) of the registered office is required before filing, and the filing pack must include the minutes, the updated list of directors, proof of identity of the incoming director and, increasingly, the declaration of beneficial owners if the change affects control. The greffe then issues an updated Kbis, the official identity card of the company, which banks consult before releasing funds or updating signatories. Until that new Kbis exists, expect the bank to keep dealing with the former director: from its perspective, nothing has changed.

The reason is not administrative stubbornness but a rule of public disclosure. Article L. 123-9 of the Commercial Code provides: “La personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques, qui peuvent toutefois s’en prévaloir, les faits et actes sujets à mention que si ces derniers ont été publiés au registre.” The same article adds that this applies even where the fact has received some other form of legal publicity: “Les dispositions des alinéas précédents sont applicables aux faits ou actes sujets à mention ou à dépôt même s’ils ont fait l’objet d’une autre publicité légale.” A press release, a letter to the bank, or a shareholders’ agreement recording the departure changes nothing for third parties. Only publication in the register counts.

For directors specifically, the Code is even more explicit. Article L. 210-9 states: “La société ne peut se prévaloir, à l’égard des tiers, des nominations et cessations de fonction des personnes visées ci-dessus, tant qu’elles n’ont pas été régulièrement publiées.” Read that sentence twice if you are the incoming shareholder: as long as the change is unpublished, the company cannot deny the authority of the person still shown in the register, and it cannot impose the authority of the person not yet shown there. A contract signed by the ousted president before publication can bind the company; a contract signed by the new president before publication can be challenged by the counterparty.

The Cour de cassation (France’s supreme court for civil and commercial matters) enforces this strictly. In a ruling of 7 October 2020 (Commercial Chamber, appeal no. 19-14.291), a gérant claimed he had resigned years earlier and could not be held liable for the company’s shortfall of assets. The Court noted that the alleged resignation had been “réalisée le 6 août 2009 sur papier libre et non publiée”, made on plain paper and never published, while the manager had continued to appear as legal representative at court hearings. It approved the court of appeal for holding that “la cour d’appel a pu déduire que M. J… était toujours dirigeant de droit”, the manager was still the director in law, and his liability for the shortfall could therefore be examined. A private resignation letter kept in a drawer, never filed, leaves the resigning director exposed to creditors and to the liquidator for years. File the departure the same week it is decided, and keep the filing receipt.

The same lesson was restated on 27 November 2024 (Commercial Chamber, appeal no. 22-24.511, decision no. 719 F-B), where the Court recalled the governing principle: “Selon l’article L. 123-9, alinéa 1, du code de commerce, la personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques les faits et actes sujets à mention que si ces derniers ont été publiés au registre du commerce et des sociétés.” The practical translation for a foreign owner is blunt: whoever appears in the register runs the company in the eyes of the law. If your former president is still on the Kbis, he can still legally commit your company, and your new president cannot prove his authority with a PDF of unsigned minutes. Order matters as much as speed: decide, publish the legal notice, file on the guichet unique within the month, obtain the new Kbis, and only then notify the bank, which will update signatories against the fresh Kbis and the new director’s passport.

II. How Do You Move the Registered Office of Your French Company From Abroad?

Companies move: a domiciliation contract ends, a lease in Paris becomes too expensive, operations shift to another region, or the foreign owner simply wants the seat where the business actually happens. The siège social is the company’s legal domicile: it determines which commercial court and which tax office (service des impôts des entreprises) are competent, where writs are validly served, and which address appears on every invoice. Moving it is a statutory amendment, and the procedure differs depending on whether the seat stays within the area of the same commercial court or crosses into another court’s district (ressort). The official guidance of the public service for businesses confirms the sequence described below for an SAS, and the logic is identical for a SARL: amend the statuts, publish a transfer notice within one month, then declare the transfer on the guichet des formalités des entreprises within one month with supporting documents (see the official SAS seat-transfer page and the general seat-change guide).

A. Which Organ Can Move the Seat, and Does Crossing Into Another Court District Change Anything?

In a SARL, the statute answers directly. Moving the registered office is decided by one or more shareholders representing more than half of the shares: “le déplacement du siège social est décidé par un ou plusieurs associés représentant plus de la moitié des parts sociales.” That is a lighter majority than the three-quarters generally required for other statutory amendments, which shows how routine the legislature considers a move. The Code adds that decisions taken in breach of these majority rules can be annulled at anyone’s request, so count the shares carefully where several shareholders or a family holding are involved. In an SAS, by contrast, no statutory majority is imposed: the statuts designate the competent organ, and it may be the president alone, a collective decision of the shareholders, or a board-like body created by the statuts. The public service guidance is explicit on the fallback: where the statuts say nothing, the decision must be taken unanimously by the shareholders. Many foreign-owned SAS statuts give the president standing authority to move the seat within the same département and reserve cross-country moves to the shareholders; check yours before choosing the procedure, because using the wrong organ exposes the transfer to annulment.

The destination matters as much as the organ. Where the new seat stays within the district of the same commercial court, for example from one Paris arrondissement to another, the file remains with the same greffe: one legal notice in a notices platform of the seat’s location, one filing on the guichet unique, one updated Kbis. Where the seat crosses into another court’s district, for example from Paris to Lyon or from Nanterre to Marseille, the company is struck off the old register and newly registered with the new greffe: a first notice must be published in the district of departure and a second notice in the district of arrival, and the filing circulates from the old clerk to the new one before the updated Kbis is issued. The company’s SIREN number (the nine-digit national business identifier issued by INSEE, the statistics institute) does not change, but its SIRET (SIREN plus a five-digit establishment code, the NIC) changes because the establishment has moved, and the VAT number built on the SIREN follows the update. Allow several weeks for a cross-district move and do not sign a new commercial lease or close the old domiciliation until the new Kbis is in hand; landlords, banks and insurers all ask for it.

Whatever the destination, the company must prove it has the right to occupy the new premises (jouissance des locaux): a lease, a sublease with the landlord’s authorisation, a domiciliation contract with an approved domiciliation company, or the title deed where the owner houses the seat at home. Foreign owners sometimes house the seat at the French home of the president or use a domiciliation company offering an address plus mail forwarding, which is perfectly lawful provided the contract is in force and the company can actually receive legal mail there. A seat where nobody collects registered letters is a trap: court-appointed officers (commissaires de justice, formerly huissiers) serve writs at the published seat, and a summons delivered to the old address while the transfer was never published is still valid service. Tenants of mailboxes who never open them learn this the expensive way when a default judgment arrives. Keep the old address monitored until the new Kbis is issued, and redirect mail contractually.

For owners based in Paris and Île-de-France, two local points matter. First, the greffe of the Paris commercial court handles very high volumes, so electronic filing through the guichet unique with a complete pack (minutes, updated statuts, occupancy proof, legal-notice certificate) avoids the back-and-forth that paper-era habits used to cause. Second, moving the seat out of Paris into the inner suburbs crosses court districts (Paris, Nanterre, Bobigny, Créteil each have their own commercial court), so a short geographical move of a few kilometres can still trigger the full two-notice, re-registration procedure. Price the formalities accordingly: each legal notice is billed by line, each clerk levies registration fees, and a domiciliation company charges annually. None of these sums is large, but all of them are wasted if the file is rejected for a missing initial or an unsigned page.

B. What Is the Exact Filing Chain, and What Happens If You Skip a Step?

The chain has four links, in this order, and none can be skipped. First, adopt the decision and amend the statuts: signed minutes plus a clean, updated copy of the statuts certified by the legal representative. Where the seat clause simply states a city, a move within that city may not even require amending the article, but updating remains best practice so that every reader of the statuts sees the real address. Second, publish the legal notice within one month of the decision. The notice must contain the mandatory particulars: company name and acronym if any, legal form, share capital, old and new seat addresses, SIREN number, the words “RCS” followed by the city of the registering greffe, and the identity and address of every person with general authority to bind the company. The notices platform issues a publication certificate (attestation de parution); keep it, because the filing cannot proceed without it. Third, declare the change on the guichet des formalités des entreprises within one month, uploading the minutes, the updated statuts, the occupancy proof and the publication certificate. Fourth, collect the updated Kbis and circulate it: bank, accountant, insurer, social bodies and major customers. The clerk also publishes a notice of the amendment in the BODACC (the Bulletin officiel des annonces civiles et commerciales, the official gazette of company registrations), which is how the public, including credit insurers and suppliers checking your company, learns of the move.

Skipping or delaying a step has concrete consequences, not theoretical ones. An unpublished seat is unenforceable against third parties under article L. 123-9, quoted above: the company cannot rely on its new address against a creditor who keeps writing, suing and serving at the old one, while that creditor can rely on whichever address suits him. Tax correspondence, including audit notices and collection orders from the service des impôts, validly goes to the published seat; claiming after the fact that the real office had moved does not reopen a missed appeal deadline. Social bodies work the same way: URSSAF (the network of agencies collecting social contributions) and the health and pension funds address the company where the register says it sits, and a mise en demeure (formal demand) or a contrainte (enforceable collection order) served at the published seat starts limitation and enforcement clocks. Where the failure to update looks deliberate, for example to dodge a creditor or an audit, the officers face the classic sanction ladder of French business law, from fines to personal liability and, in insolvency, liability for the shortfall or a management ban. The Cour de cassation’s 2020 ruling on the unpublished resignation, quoted in Part I, shows the same logic applied to directors: what is not published does not exist for third parties.

Remote management from abroad adds three practical risks that a careful file neutralises. The first is signature: the guichet unique filing can be signed electronically by the legal representative or by a mandated person (lawyer, accountant, formalities agent) holding a written power of attorney; a foreign owner who is not the legal representative cannot file in his own name without that mandate. The second is identity documents: the incoming director provides a valid passport, and where he is a foreign national, proof of his address; non-EU directors check separately whether their residence status allows them to manage, a question that belongs to immigration law and must be settled before the appointment, not after. The third is timing across time zones: the one-month filing period in article R. 123-105 runs from the date of the decision, not from the date the foreign shareholder countersigns or the apostille arrives, so date the minutes for a day when the filing pack is genuinely ready, or file first and date consistently. Companies that sequence signatures across three countries routinely lose two weeks to couriers; an electronic signature with a qualified certificate recognised in France avoids the entire problem.

One final chain deserves mention because foreign groups use it constantly: the simultaneous change of director and seat when a French subsidiary is put under new management. Legally these are two amendments, each with its notice and its filing, but they can be decided in the same minutes and filed in the same guichet unique dossier, with a single updated Kbis reflecting both. Do it in that bundled way rather than in two successive files: it halves the clerk fees, produces one coherent Kbis for the bank, and avoids the limbo period in which the new director’s authority is registered at an address the company has already left. If you already hold a recent comprehensive guide to setting up and running the company, such as our foreign-founder setup guide covering bank account, Kbis, VAT and first hire, treat this article as its companion for the company’s later life: formation opens the file, amendments keep it true.

Conclusion

Changing the president or the gérant and moving the registered office are the two amendments every growing foreign-owned company will face, and French law handles them with the same philosophy: shareholders decide freely, but third parties are protected by publication. Decide with the right organ and the right majority, publish the legal notice within the month, file the complete pack on the guichet unique within the month, and circulate the fresh Kbis to the bank and the administrations. The two Cour de cassation rulings discussed above draw the line in the same place: an unpublished resignation leaves the former director in office in the eyes of the law, and an unpublished fact cannot be raised against anyone who relied on the register. For a foreign owner managing from another continent, the discipline is therefore simple and non-negotiable: never let a private agreement, an email or a foreign-language board minute substitute for the French filing chain, keep a complete copy of every filed document with its receipt, and diary the one-month deadlines from the date of the decision. Done properly, the whole operation takes a few weeks and modest fees; done informally, it leaves the company bound by people it meant to remove, sued at addresses it meant to leave, and directed by officers its bank does not recognise. The register is the company’s public face in France: keep it faithful to reality, and reality will be enforceable.

Need a quick opinion on your case

Changing a director or moving your French company’s seat from abroad raises one decisive question: will your minutes, notices and filings survive a bank check or a court challenge? A telephone consultation within 48 hours with a lawyer from the firm gives you the answer before you sign. Call +33 6 46 60 58 22 — Maître Reda Kohen. Contact the firm in France. We assist foreign owners in Paris and across Île-de-France with drafting the resolutions, publishing the notices, filing on the guichet unique and securing the updated Kbis.