You own half of a French company, you live in London, New York, Dubai or Singapore, and your Paris-based partner has stopped playing the game. Every decision is blocked: the accounts are never approved, the dividend is never voted, the bank transfer needs two signatures and yours never comes back signed, and the président of your SAS no longer answers your emails. In a 50/50 company, half of the capital is enough to paralyse everything, and distance makes the paralysis worse because you cannot walk into the office and force a meeting. French law does not leave you helpless, but it does not reward improvisation either. Courts will rescue a blocked shareholder only if you prove a genuine deadlock, follow the procedure that matches your company form, and put a price on the exit that a judge can accept. This article explains, with the exact statutes and court decisions, how a foreign-based 50/50 shareholder unblocks a French SAS or SARL from abroad: first the emergency move that puts a neutral administrator in charge, then the evidence you must gather before suing, then the two exits that work in practice, the forced buyout and the court-ordered dissolution, with the price mechanism, the costs and the traps. If you are setting up the structure rather than fighting over it, start with our hub guide for foreign founders on bank account, Kbis, VAT and first hire, then come back here when the partnership turns sour.

I. My 50/50 Partner Blocks Every Decision in Our French Company: How Do I Unblock It From Abroad?

A 50/50 split feels fair on the day you sign. In French company law it is the most dangerous split there is, because neither side can impose a decision and neither side can be outvoted. The Civil Code still states the basic rule that “Tout associé a le droit de participer aux décisions collectives.” That right to participate becomes a right to block when the two halves disagree on everything. Before asking a court for anything, check one document: your statuts, the articles of association. In an SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose), the statute book is short because “Les statuts fixent les conditions dans lesquelles la société est dirigée.” Everything turns on what you wrote: casting vote of the president, tie-break expert, buy-sell clause (often called a clause américaine), exclusion clause, approval clause. In a SARL (société à responsabilité limitée, the close company with parts sociales instead of shares), majority rules are set by statute and a 50/50 split blocks ordinary and extraordinary decisions alike. If the statutes contain a deadlock clause, use it first and document each step, because judges always ask what the contract provided before they intervene. If the statutes are silent or the clause has failed, the court route opens, and it starts with urgency.

A. Ask the Emergency Judge for a Provisional Administrator Without Boarding a Plane

When the company cannot function at all, French courts can appoint an administrateur provisoire, a provisional administrator, usually a court-registered insolvency practitioner, who takes over management with the widest powers for a fixed period, commonly six months. The request goes to the president of the court in référé, the fast-track emergency procedure, and a foreign shareholder does not need to appear in person: your Paris avocat files, pleads and receives the order, and you follow by video and signed instructions. The legal test has been stable since the Court of Cassation framed it in 2009: the judge may appoint a provisional administrator only where the evidence shows des circonstances rendant impossible le fonctionnement normal de la société et menaçant celle-ci d’un péril imminent, circumstances making the normal operation of the company impossible and threatening it with imminent peril (Cass. com., 29 September 2009, no. 08-19.937, Bull. 2009, IV, no. 118). Memorise that sentence, because your whole file must prove its two halves: total blockage plus imminent danger, such as frozen bank accounts, unpaid suppliers, lost contracts, unfiled accounts or a lease about to be terminated.

A Paris decision from 2023 shows exactly how this works in a 50/50 war, and it is worth reading closely because the facts resemble most foreign-founder disputes (Court of Appeal of Paris, Pôle 1, Chamber 8, 10 March 2023, RG no. 22/12038, official decision record). The company had two equal shareholders locked in opposite positions, which the court said conduit à un blocage total du processus décisionnel, leads to a total blockage of the decision-making process. Management was dual, a president and a general manager each holding 50% of the shares with competing powers towards third parties, so every conflict paralysed decisions. One side convened a general meeting to vote down the sale of the company’s real estate while the activity of the company had become non-existent; the other side had vanished without leaving an address, to the point that the bailiff could not serve the appeal papers. The court held that this conduct against the corporate interest, together with the decision-making blockage, caractérisent des circonstances rendant impossible le fonctionnement normal de la société et menaçant celle-ci d’un péril imminent, and it reversed the first judge who had refused the appointment. Par ces motifs, it appointed a judicial administrator as provisional administrator for six months with a mission to manage the company avec les pouvoirs les plus étendus, take every measure the situation required and, if needed to preserve the corporate interest, sell the two apartment lots it described. Three lessons for a shareholder living abroad follow. First, absence helps your case if it is the other side that disappears: a missing co-shareholder who blocks everything is the textbook illustration of paralysis. Second, file while the danger is current: bank letters, termination notices, unfiled accounts and the bailiff’s failed-service reports (procès-verbaux de recherches infructueuses) are the exhibits judges trust. Third, ask for a precise mission, including authority to sell a defined asset or sign defined contracts, because a vague appointment invites a second round of litigation over what the administrator may do.

Practical filing points from Paris matter as much as the law. Jurisdiction follows the company’s registered office (siège social): for a Paris-registered SAS, the emergency application goes to the president of the Paris Commercial Court (tribunal de commerce de Paris), and the order is served and then filed with the greffe, the court’s clerk office that keeps the trade register. The appointment is published so that banks and contracting parties know who can sign, and the company’s Kbis, the official identity card of the company issued by the greffe, reflects the new signatory powers. Your bank in Paris will ask for the order and the updated Kbis before it executes the administrator’s instructions, so order both the day the decision is rendered. Costs are real: expect court fees, your lawyer’s emergency fee and the administrator’s remuneration, which the order usually charges to the company. That is money well spent when the alternative is a company bleeding to death while two 50% holders stare at each other across a video call.

B. Build Your Proof File Before You Sue: Written Questions, Expert Reports and Court-Ordered Evidence

Emergency judges and trial judges share one reflex: they distrust bare assertions from an absent shareholder. A foreign-based partner must therefore build a paper file that proves the deadlock from documents, not from adjectives. Start with the cheapest weapon, written questions. In companies with shares, one or more shareholders holding at least 5% of the capital, alone or together in any grouping, “peuvent poser par écrit au président du conseil d’administration ou au directoire des questions sur une ou plusieurs opérations de gestion de la société”. A 50% holder clears that threshold alone. Send the questions by registered letter with acknowledgment of receipt or by bailiff’s writ, set a firm deadline, and keep the unanswered letters: silence becomes your first exhibit. Ask about the management operations that hurt you, related-party contracts signed by your partner, cash movements, the reasons the accounts are late, the dividend policy. If the company has a commissaire aux comptes, the statutory auditor, copy your concerns in writing, because the auditor’s own alerts and qualified opinions carry weight no shareholder memo can match.

Second, secure evidence before it disappears with Article 145 of the Code of Civil Procedure, the French pre-trial evidence tool: “S’il existe un motif légitime de conserver ou d’établir avant tout procès la preuve de faits dont pourrait dépendre la solution d’un litige, les mesures d’instruction légalement admissibles peuvent être ordonnées à la demande de tout intéressé, sur requête ou en référé.” Translation for a shareholder abroad: if you have a legitimate reason to preserve or establish, before any trial, proof of facts on which the outcome of a dispute may depend, any legally admissible investigation measure can be ordered at the request of any interested party, by petition or in emergency proceedings. Concretely, you can ask the judge to appoint an expert to examine the accounts, inventory the stock, image the servers or verify who signed what, before your partner tidies the books. The territorial court is, at your choice, the court that could hear the main case or the court where the evidence sits, which keeps Paris cases in Paris. File this request as soon as you smell document destruction: once the USB keys are wiped, Article 145 comes too late.

Third, think like the judge who will later decide buyout or dissolution, and collect the categories of proof those judges cite. You need the statutes and any shareholders’ agreement (pacte d’associés), the full chain of convocations and minutes showing meetings that failed for lack of majority, the unanswered formal notices (mises en demeure), the bank’s letters freezing operations for lack of joint signatures, the greffe records and BODACC announcements, the official gazette of civil and commercial notices where filings and their absence appear, showing late or missing accounts, and the correspondence proving you proposed concrete exits and your partner refused them all. Keep every refusal, because courts punish the shareholder who demands dissolution while rejecting every reasonable buyout: the file must show you as the partner who tried to save the company, not the one who manufactured the deadlock to force a cheap exit. Store originals and certified translations, since exhibits in English will need a French translation before a Paris court reads them.

II. Buy Out Your 50/50 Partner or Dissolve the French Company: Price, Procedure and Pitfalls

Once the deadlock is documented, two exits actually work in France: one partner buys the other out, or the court kills the company and a liquidator shares the remains. Negotiation shadows both routes from start to finish, because a judge who sees two shareholders still talking prefers to enforce their contract rather than invent a solution. Price is the battlefield in both exits, and French law answers it with one central mechanism, the court-appointed valuer, applied differently in a buyout and in a liquidation. Before choosing, weigh three questions honestly. Can the business survive with one owner, which points to buyout. Is the company just a wrapper around one asset or one contract, which points to dissolution and sharing. And can you fund your own exit, because the buyer pays, the dissolution shares costs, and nobody advances your share for you. The rest of this part turns those questions into procedures with numbers, deadlines and exhibits.

A. Force the Buyout: Exclusion Clauses, Forced Transfers and the Court-Appointed Valuer

In an SAS, nobody can be forced out unless the statutes say so, and that sentence decides half the cases we see. The Commercial Code provides that “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions.” and that “Ils peuvent également prévoir la suspension des droits non pécuniaires de cet associé tant que celui-ci n’a pas procédé à cette cession.” In plain terms: the articles may provide, on conditions they define, that a shareholder can be compelled to sell, and they can also suspend that shareholder’s non-financial rights, voting included, until the sale happens. Sister provisions cover the change-of-control case, where a corporate shareholder that changes hands must inform the SAS, which may suspend its non-financial rights and exclude it (Article L. 227-17), so check whether your partner’s holding vehicle changed hands behind your back. If your statutes contain an exclusion clause with defined triggers, breach of the shareholders’ agreement, competing activity, deadlock lasting a fixed period, you activate it exactly as written: formal notice, buyout notice within the contractual deadline, designation of the buyer the clause names. Courts enforce these clauses literally, and a shareholder who improvises the procedure loses the benefit of the clause.

The price fight is where foreigners lose money, and the statute settles it in one sentence you should quote back to any partner who names a fantasy figure. “Si les statuts ne précisent pas les modalités du prix de cession des actions lorsque la société met en oeuvre une clause introduite en application des articles L. 227-14 , L. 227-16 et L. 227-17 , ce prix est fixé par accord entre les parties ou, à défaut, déterminé dans les conditions prévues à l’article 1843-4 du code civil.” If the statutes are silent on price, the parties agree, and failing agreement the price is set under Article 1843-4 of the Civil Code. That article provides that “la valeur de ces droits est déterminée, en cas de contestation, par un expert désigné, soit par les parties, soit à défaut d’accord entre elles, par jugement du président du tribunal judiciaire ou du tribunal de commerce compétent, statuant selon la procédure accélérée au fond et sans recours possible.” A court-appointed expert values the shares when the parties disagree, designated by the president of the competent court ruling under the fast-track merits procedure with no appeal, and “L’expert ainsi désigné est tenu d’appliquer, lorsqu’elles existent, les règles et modalités de détermination de la valeur prévues par les statuts de la société ou par toute convention liant les parties.” The expert must apply any valuation rules the statutes or the parties’ agreements contain. Two consequences follow for your drafting and your litigation. At drafting time, write a real valuation formula into the statutes or the pact, multiple of average EBITDA, net asset value with defined adjustments, because the expert will apply it and it caps the fight. At litigation time, never sign a side letter accepting a price method you have not modelled: once the expert applies it, no appeal lies against the designation, and challenges to the valuation itself face a steep uphill road.

The Court of Cassation confirmed in 2023 that exclusion machinery must be taken seriously and distinguished from ordinary transfer restrictions, in a decision every drafter should know (Cass. com., 21 June 2023, nos. 21-25.952 and 22-12.045, published in the Bulletin, ECLI:FR:CCASS:2023:CO00460, official decision record). The statute states that “Toute cession effectuée en violation des clauses statutaires est nulle.” The Court held that ce texte ne régissant pas l’exclusion d’un associé et la cession forcée de ses actions qui en résulte, la nullité qu’il prévoit vise uniquement à sanctionner la violation de toute clause statutaire ayant pour objet la cession d’actions librement consentie par leur titulaire, and its published summary states: “L’article L. 227-15 du code de commerce ne régissant pas l’exclusion d’un associé ni la cession forcée de ses actions qui en résulte, la nullité qu’il prévoit vise uniquement à sanctionner la violation de toute clause statutaire ayant pour objet la cession d’actions librement consentie par leur titulaire”. The Court therefore quashed the appeal judgment that had refused to enforce the partners’ agreement and ordered enforcement of the pact with transfer of 344,285 shares for 328,497.73 euros under a daily penalty of 1,000 euros per day of delay running from the 180th day after service. The message for a 50/50 shareholder abroad is direct: a well-drafted exit clause in the statutes or the pact is enforced as written, with a judge-set price and penalty-backed deadlines, while a vague clause sends you back to years of valuation quarrels. After the transfer, file the updated shareholder register, publish and register the management changes at the guichet unique, the single online business-formalities portal run by the INPI, obtain the updated Kbis from the greffe, and hand the bank the new signature powers the same week, because the bought-out partner’s signature rights die only when the paperwork says so.

B. Dissolve for Deadlock: When French Courts Say Yes, What Liquidation Costs and Who Pays

Dissolution is the exit of last resort, and courts repeat that it is not a weapon for the partner who created the mess. The Civil Code lists the cases where a company ends, and the fifth reads: “Par la dissolution anticipée prononcée par le tribunal à la demande d’un associé pour justes motifs, notamment en cas d’inexécution de ses obligations par un associé, ou de mésentente entre associés paralysant le fonctionnement de la société”. Early dissolution pronounced by the court at a shareholder’s request for serious grounds, including a shareholder’s failure to perform obligations or a disagreement between shareholders paralysing the company’s operation. Three words carry the whole test: justes motifs, serious grounds, mésentente, disagreement, and paralysant, paralysing. A mere quarrel never suffices. Judges require proof that the disagreement freezes the corporate machinery: no accounts, no dividend decision, no manager appointed or removable, no strategy votable. And the claim must come from a shareholder, which includes your foreign holding company suing through its lawyer, with the action filed before the court of the registered office.

The case law draws a precise line you must place your file on the right side of. In 2014 the Court of Cassation held that where the shareholder suing for dissolution caused the disagreement, that origin could bar the disagreement from counting as a serious ground (Cass. com., 16 September 2014, no. 13-20.083, published). In 2019 it shifted the focus to the objective consequences of the disagreement on the running of the business rather than who caused it (Cass. com., 10 April 2019, no. 17-20.506). The synthesis applied by the appeal courts is strict: a disagreement alone does not prove paralysis (Mixed Chamber, 16 December 2005, no. 04-18.986), a disagreement between equal shareholders alone is not a serious ground either (Cass. com., 21 October 1997, no. 95-21.156; Cass. com., 5 April 2018, no. 16-19.829), and the disagreement must produce operational paralysis (Cass. com., 3 March 2021, no. 19-10.69). A Versailles decision from 2025 applies this grid step by step and pronounces dissolution, which makes it the best recent template for a foreign shareholder’s file (Court of Appeal of Versailles, Commercial Chamber 3-2, 8 July 2025, RG no. 23/03715, official decision record). The dispute concerned a property company formed in 1988 with a 50% holder facing a 25% holder and a 25% vehicle controlled by the opposing family branch, a structure as blocked as any 50/50 SAS. The court recalled that la société prend fin 5° Par la dissolution anticipée prononcée par le tribunal à la demande d’un associé pour justes motifs, notamment en cas d’inexécution de ses obligations par un associé, ou de mésentente entre associés paralysant le fonctionnement de la société, walked through the 2014 and 2019 authorities, and then held the paralysis proved: accounts unestablished for years, re-registration ordered through an ad hoc agent appointed by the Nanterre emergency judge, co-managers unable to act together. Par ces motifs, it reversed the trial judgment in full, pronounced the dissolution of the company and appointed a judicial administrator as liquidator to run the liquidation operations. Note the honesty point: that case involved an SCI, a non-trading property company, not an SAS, but the dissolution test under Article 1844-7 is common to all companies, and the exhibits that won, missing accounts, failed meetings, court-appointed agent, translate directly to a blocked SAS or SARL.

Dissolution has a price tag and a calendar you must accept before suing. The liquidator realises the assets, pays the creditors, closes the contracts and distributes the remainder, and the judgment is published in a legal notices gazette and filed with the greffe, with the dissolution and then the closure appearing in the BODACC so that third parties are informed. Costs include your lawyer, the proceedings, the liquidator’s fees charged to the company, the tax on liquidation proceeds, and months, often more than a year, during which the capital stays locked. The claimant who loses pays the other side’s court costs and the Article 700 indemnity, the discretionary costs award French courts grant the winner, so a dissolution claim filed on a mere mood rather than a documented paralysis is an expensive mistake. That is why the sequence of this article matters: provisional administrator to stop the bleeding, Article 145 and written questions to freeze the proof, a priced buyout proposal on the record to show good faith, and dissolution only when the file proves that no smaller remedy can restart the machine. Judges dissolve companies that cannot work, not partnerships that merely cannot agree, and the shareholder who arrives with that file, even from six thousand kilometres away, is the one who wins.

Conclusion

A 50/50 French company with one partner abroad survives disagreement only through contracts and procedures, never through pressure alone. Check the statutes first, because in an SAS they define both management and exclusion. Move fast in référé when the blockage threatens the company’s survival, since the provisional administrator test rewards documented urgency, not general complaints. Build the proof file with written questions at 5%, pre-trial investigation measures and every refused exit proposal, so the judge sees a shareholder defending the company rather than one engineering a deadlock. Price the buyout through the clause or the court-appointed expert under Article 1843-4, and keep dissolution under Article 1844-7 for the case where paralysis is total and proved. Each step can be taken from abroad through a Paris lawyer, from filing to the updated Kbis, provided the exhibits are complete and translated. The partner who prepares this chain before the first hearing decides the ending; the partner who waits for the relationship to improve usually pays for both.