You live in London, New York, Dubai or Singapore and you own shares in a French SAS (the société par actions simplifiée, the simplified joint-stock company that most foreign founders choose for France). One day the plan changes: you want to sell your stake to a partner, buy out a co-founder who is leaving, bring in a new investor from abroad, or transfer the shares to your own foreign holding company. Your French accountant warns you that the articles of association (statuts) contain an approval clause, the buyer asks for a discount you find insulting, and nobody can tell you whether a deal signed in English, paid from a foreign bank account and never filed in France is actually valid. The anxiety is rational, because in a SAS almost nothing about a share sale is automatic: the contract of the company itself decides who may enter, at what price a blocked seller can still leave, and which formalities turn a private signature into a transfer the company, the tax office and the courts will respect.
This guide explains the sale and purchase of SAS shares in plain business English, for a foreign seller or buyer who lives abroad. Every French acronym is translated on first use. The Code de commerce (the French Commercial Code) supplies the company rules; the Code civil (the French Civil Code) supplies the price-expert procedure; the CGI (the Code général des impôts, the French General Tax Code) supplies the registration duty; the Code monétaire et financier (the French Monetary and Financial Code) supplies the beneficial-owner filing. Part I covers the two questions that decide whether your deal can happen at all: the approval (agrément) procedure and the locked-up share clauses, then the price. Part II covers the three steps that make your deal fully effective once the price is agreed: the company registration, the tax filing and the beneficial-owner update, with a Paris and Ile-de-France practical section on timing, costs, documents and remedies. If you have not yet created your vehicle, start with our companion guide on setting up a company in France as a foreign founder, from bank account to Kbis extract, VAT and first hire; if the person blocking you is the company president rather than a fellow shareholder, see our guide on removing a rogue president of your French company from abroad.
I. Can You Freely Sell or Buy SAS Shares From Abroad? Approval Clauses and Locked-Up Shares
The SAS is a contract-first company. Unlike the SARL (the société à responsabilité limitée, the French limited liability company with a rigid statutory scheme), where the law imposes a default approval procedure for sales to outsiders, the SAS leaves the shareholders almost entirely free to write their own transfer rules into the statuts. That freedom is the reason foreign investors love the SAS, and it is also the trap: the transfer clause you signed without reading it at incorporation, in French, governs your exit years later, and a sale closed in breach of that clause is not merely a breach of contract owed in damages, it is void. The buyer does not become a shareholder at all. Because most foreign-held SAS articles contain at least an approval clause and frequently a lock-up (inaliénabilité) clause, a pre-emption (préemption) clause or an exclusion clause, the first task from abroad is always the same: obtain the current certified articles, read the transfer chapter line by line with a translation you trust, and map every clause that conditions your sale before you sign anything with the buyer.
A. How Do You Get Approval for Your SAS Share Sale When You Live Abroad?
The approval clause (clause d’agrément) is the standard gatekeeper of the French SAS. The statute is one sentence long: “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” In plain English, the articles may require that every sale of shares receive the prior consent of the company, meaning in practice the consent of the shareholders or of a body they designate, voting under the majority rules the articles define. The clause may cover all sales or only sales to outsiders; it may exempt sales between existing shareholders, sales to family members or sales to affiliates of the same group; it may set the competent body, the majority, the form and address of the request, and the time limit for answering. Everything depends on what your articles say, which is why two SAS companies in the same Paris office building can have completely different sale procedures. From abroad, the practical consequence is that you never start with the share purchase agreement; you start with the articles, then with a formal approval request (demande d’agrément) that names the buyer, states the number of shares and the price offered, and is notified to the company by a traceable channel the articles accept, typically registered letter with acknowledgment of receipt or bailiff service, increasingly completed by your French counsel or president under a written power of attorney while you sign and apostille documents from your country of residence.
Three further statutory points shape your strategy. First, the articles may also lock up the shares entirely for a limited time: “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” During a lock-up period, you cannot sell at all, even to a fellow shareholder, unless every shareholder agrees to lift the clause or a court orders otherwise; investors who accepted a five-year lock-up at incorporation to reassure a bank or a landlord discover at year three that their exit must wait. Second, the sanction for ignoring any transfer clause is severe: “Toute cession effectuée en violation des clauses statutaires est nulle.” Nullity (nullité) means the sale is treated as never having happened: the buyer cannot vote, cannot collect dividends and cannot force the company to record the transfer in the share movement register, while the seller remains the shareholder on paper with all attached obligations. Third, the SAS may go further than approval and provide that a shareholder can be forced to sell: “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions.” These forced-sale and exclusion clauses are frequently aimed at the foreign founder who stops working for the company, breaches a non-compete or loses a professional licence, and they operate on their own timetable with their own price mechanism, which you must read before the dispute hardens.
The most reassuring recent case law for the remaining shareholders is also the sternest warning for a foreign seller tempted to bypass the clause. On 8 July 2026 the Commercial Chamber of the Cour de cassation (the French supreme court for civil and commercial matters) held, in case number 25-11.354, that “Il résulte de l’article L. 227-15 du code de commerce que l’annulation d’une cession d’actions d’une société par actions simplifiée en raison de sa contrariété à une clause statutaire n’est pas soumise à la démonstration d’une collusion frauduleuse entre le cédant et le cessionnaire.” In that dispute, a Luxembourg shareholder had sold all of its shares in a French SAS to another Luxembourg company without allowing the co-shareholders to exercise the pre-emption right written into article 16 of the articles, and the court annulled the sale even though nobody alleged that the buyer had conspired with the seller. For you as a foreign seller, the message is that a quick offshore signature between two foreign entities does not escape French transfer clauses when the company itself has its registered office (siège social) in France; for you as a foreign buyer, the message is that the cheapest due diligence you will ever pay for is the verification that the seller actually completed the approval or pre-emption procedure, because a buyer who knowingly or unknowingly participates in a sale made in breach of the articles buys a lawsuit rather than shares. The official company file at the greffe (the registry office of the commercial court) and the unified business formalities portal (guichet unique) operated via the INPI (the Institut national de la propriété industrielle, the French intellectual property and business formalities office) will not cure that defect for you.
When the articles are silent on the mechanics of approval, French practice borrows the detailed default scheme written for the public limited company, the SA (the société anonyme), as a model for drafting and for negotiation even though it does not apply automatically to the SAS. That scheme provides that “Si une clause d’agrément est stipulée, la demande d’agrément indiquant les nom, prénoms et adresse du cessionnaire, le nombre des titres de capital ou valeurs mobilières donnant accès au capital dont la cession est envisagée et le prix offert, est notifiée à la société.” Well-drafted SAS articles reproduce this content requirement and add two protections the SA scheme also contains: if the company refuses the proposed buyer, it must arrange the purchase of the shares within a fixed period, failing which approval is deemed granted, and if the parties cannot agree on the price, the price is set by the court-appointed valuation expert described below. If your articles reproduce that structure, a refusal is not the end of your exit: you wait for the company to present a substitute buyer or buy the shares itself for cancellation, and you keep the right to withdraw (repentir) from the sale at any moment before the substitute purchase is completed. If your articles instead give the shareholders a pure veto with no buy-out obligation, your position is weaker, and the negotiation from abroad must focus on obtaining consent through price, payment guarantees, non-compete commitments or a staggered sale rather than on forcing your way out. In both cases, every notification from abroad should be sent early, in French, with proof of receipt, because the three-month clocks that protect sellers run from the date the company receives a complete request, not from the date you first mentioned the project over the telephone.
Two frequent foreign-founder mistakes deserve explicit warning. The first is signing a share deal in English under foreign law and assuming French transfer clauses disappear because the contract says London or Delaware law applies. The validity of the transfer of shares in a French company against the company and against third parties remains governed by French company law and by the articles filed in France, whatever law governs the payment obligations between seller and buyer. The second is confusing the shareholder pact (pacte d’associés, the private side agreement between some shareholders) with the articles. A pact binds only its signatories and is enforced in damages, while a clause written into the articles binds every present and future shareholder and is enforced by nullity of the irregular sale. The 21 June 2023 decision of the Commercial Chamber, case number 21-25.952, recalls the boundary in one sentence that every foreign investor should memorise: “Aux termes de ce texte, toute cession effectuée en violation des clauses statutaires est nulle.” The court refused to extend that nullity to a purely contractual promise contained only in a side pact and detached from any statutory exclusion clause. The lesson for your transaction is symmetrical: put the transfer rules you truly need, approval, pre-emption, lock-up and forced sale, into the articles themselves, and when you buy shares, demand the up-to-date articles plus the share movement register (registre des mouvements de titres) and the shareholder accounts (comptes d’associés) before you pay a deposit.
B. How Is the Price of Your SAS Shares Fixed, Paid and Challenged From Abroad?
Once the door of approval is open, the battle moves to the price. French SAS law does not set the price of shares; the parties do, freely, in the sale agreement. The price may be a fixed sum, a multiple of revenue or operating profit, an earn-out tied to future accounts, or a formula referring to net assets at closing. From abroad, three disciplines protect you: write the formula so that an accountant can apply it without calling you, define the reference accounts and the closing date with day-level precision, and state the currency, the payer, the receiving bank account and who bears the transfer costs and exchange risk. Deals between a foreign seller and a foreign buyer frequently fail on the last point: the euro amount is agreed in Paris, the dollars leave New York two days later, and each side claims the exchange loss belongs to the other. A clause that fixes the conversion date, the reference rate and the party bearing the bank charges costs one sentence and saves one dispute. The deposit (acompte or arrhes), the holdback (retenue de garantie) securing tax and warranty claims, and the release calendar should be held by a neutral escrow, typically your French counsel’s escrow account (compte séquestre), because recovering money wired directly to a foreign seller who then disputes the accounts is slow and uncertain.
When the sale is imposed rather than freely negotiated, because the company refuses your buyer and must buy you out, because an exclusion clause forces you to sell, or because a shareholder pact triggers a buy-sell promise, the articles or the pact normally refer to an independent valuation. French law then provides a mandatory expert procedure. The Commercial Code states the bridge in one provision: “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.” The Civil Code provision behind that bridge 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.” In practice, the president of the tribunal judiciaire (the ordinary civil court) or of the tribunal de commerce (the specialised commercial court) appoints a financial expert, often a statutory auditor or valuation professional, who applies the valuation rules the articles or the pact contain when they exist, examines the accounts, hears both sides and delivers a binding value. The appointment order itself cannot be appealed (sans recours possible), which means the challenge moves to the content of the valuation rather than to the designation. From abroad, you participate through counsel, you submit your business plan, comparable transactions and discount arguments in writing, and you request that the expert hold at least one hearing by videoconference so that your explanations are on the record.
The limits of that expert procedure are as important as its power, and the leading decision remains the 24 November 2009 judgment of the Commercial Chamber, case number 08-21.369, published in the official Bulletin. The court approved a court of appeal that had rejected a request for a court-appointed valuation after finding, by reference to the contractual computation terms, “que celui ci était déterminable et que la cession était devenue parfaite dès la levée de l’option” and therefore that the price had never been disputed before the sale became final. Two lessons follow for your transaction. First, the expert under article 1843-4 is a remedy for a genuine dispute about an undetermined or contested price, not a second chance to renegotiate a price you already accepted by exercising an option or signing a firm agreement. If your promise states the calculation method clearly enough that the price is determinable, the sale is complete when the option is exercised, and a later claim that the price feels unfair will not reopen the valuation. Second, contest early and in writing: the seller who believes the formula is ambiguous or the accounts are wrong must dispute the price before completion, notify the dispute, propose an expert by agreement and, failing agreement, petition the court promptly, rather than cashing the price and complaining months later from abroad.
Payment mechanics from abroad add a layer of French banking and foreign-exchange practice that foreign parties underestimate. The buyer typically pays by wire transfer to the seller’s account, but the seller’s French bank may freeze an incoming seven-figure sum pending proof of the source of funds under anti-money-laundering controls, and the buyer’s foreign bank may require the signed share transfer form (ordre de mouvement), a copy of the updated articles and proof of registration before releasing funds. Coordinate the closing in one sequence: sign the transfer form, file the company registration, release the funds against delivery of the countersigned form and the updated shareholder account statement, then file the tax return within the statutory month. If the price includes an earn-out, define who controls the company between closing and the earn-out measurement date, which accounting policies apply, which distributions are forbidden during that period, and which auditor certifies the reference profit; most earn-out disputes in French SMEs arise because the seller leaves, the buyer changes the accounting estimates, and the contract says nothing about either. If the deal includes seller warranties (garantie d’actif et de passif), cap the amount, limit the duration to twelve to thirty-six months depending on the tax risk, require prompt written notice of third-party claims, and hold back part of the price as security, because enforcing an uncapped warranty against a foreign seller who has distributed the proceeds is an expensive cross-border exercise.
Finally, do not confuse the company price with the tax value. The price you agree with the buyer binds the parties, but the French tax administration may reassess an abnormally low price between related parties, and the social and tax treatment of any earn-out, price supplement (complément de prix) or reduction (réduction de prix) follows its own calendar. Keep the valuation report, the board minutes approving the transaction, the bank statements showing the actual payment, and the correspondence in which the price was negotiated: these documents are your evidence if the administration later argues that the real price was higher, or if a minority shareholder argues that a sale at an undervalue was an abuse. The written record you build from abroad, in French or with a certified translation, is the file the expert, the tax inspector and the judge will read.
II. How Do You Make Your SAS Share Transfer Enforceable, Registered and Tax-Compliant From Abroad?
A signed agreement and a received payment are only half of a French share sale. Until the transfer is recorded in the company’s own registers and filed with the French authorities, the buyer cannot vote, the dividends still belong to the seller as far as the company is concerned, and the tax office will look to the paperwork rather than to your private emails. French company law distinguishes three circles: the sale is effective between seller and buyer when they agree on the object and the price; it is effective against the company (opposable à la société) when it is recorded in the share movement register or notified to the company by bailiff service; and it is effective against third parties (opposable aux tiers) once that company formality plus the tax registration are complete. From abroad, the entire closing checklist must therefore be handled as one chain, with originals or certified copies circulating by courier and electronic copies filed the same day through your representative in France.
A. How Do You Register Your SAS Share Sale With the Company, the Tax Office and the Beneficial-Owner Register?
The company step comes first. In a SAS whose shares are not listed, the transfer is perfected against the company by entry in the share movement register and the individual shareholder accounts held at the registered office, or failing that by service of the transfer by bailiff (signification par acte extrajudiciaire). In practice your counsel prepares a one-page transfer form (ordre de mouvement) signed by the seller, countersigned by the president (président, the legal representative of the SAS), entered in the numbered register with the date, the names, the number of shares and the price, and reflected in updated shareholder account statements. Insist on receiving a certified copy of the register page and the updated shareholder list the same week: these are the documents a French bank, a future buyer and a court will ask for first. If the president refuses to countersign or to record a transfer that complies with the articles, the refusal itself becomes the dispute, and the buyer petitions the commercial court in summary proceedings (référé) for an order compelling registration under penalty (astreinte) per day of delay, while the seller claims the price and late interest. Do not leave the register in the hands of the very person contesting the sale; request that the books be produced to counsel or deposited with the court.
The tax step runs on a strict one-month clock and surprises almost every foreign party. French registration law provides that “Les cessions de droits sociaux sont soumises à un droit d’enregistrement dont le taux est fixé” by the detailed scale that follows, which sets the duty on sales of shares in unlisted joint-stock companies at 0.1 percent of the price plus charges. The return must be filed and the duty paid within one month of the sale at the tax office (service des impôts des entreprises, the business tax office, usually called the SIE) of the company’s registered office or, for deeds executed abroad concerning shares in a company with its seat in France, under the specific foreign-deed procedure that preserves the 0.1 percent rate while allowing a credit for registration duties actually paid abroad under a mandatory foreign filing. The official enterprise portal summarises the SAS procedure for the public in its fact sheet on sales of SAS shares, and the tax administration’s official commentary (BOFIP, the Bulletin officiel des finances publiques) details the base, the rate and the foreign-deed credit for practitioners. From abroad, appoint your counsel or accountant as tax representative (mandataire fiscal) with an explicit power to file and pay, wire the duty amount plus a margin for penalties in advance, and keep the stamped filing receipt (mention d’enregistrement), because the greffe, the banks and the next buyer will treat the unregistered deed as incomplete. A sale of shares in a company whose assets are predominantly French real estate (société à prépondérance immobilière) is taxed at 5 percent instead of 0.1 percent, which is why the share deal for a SAS holding Paris buildings must be modelled with a property lawyer before the price is fixed rather than after the filing is rejected.
The third filing concerns the beneficial owners. French anti-money-laundering law requires companies to declare to the commercial court registry, through the unified portal, the individuals who ultimately control them, and the current statute provides that the relevant entities “déclarent au registre du commerce et des sociétés, par l’intermédiaire de l’organisme mentionné au deuxième alinéa de l’article L. 123-33 du code de commerce, les informations relatives aux bénéficiaires effectifs.” The RBE (the registre des bénéficiaires effectifs, the beneficial-owner register) records the identity, personal address and control percentage of each individual holding, directly or indirectly, more than 25 percent of the capital or voting rights or otherwise exercising control. A sale that moves a foreign buyer above that threshold, or drops a foreign seller below it, triggers an update filing, normally within thirty days of the change, signed by the legal representative and supported by identity documents, proof of address and, for foreign individuals, a certified translation and sometimes an apostille. Banks consult this register before unfreezing funds, releasing a loan or opening an account, and an outdated register is the most common reason a completed share deal still looks suspicious to the compliance department. When the buyer is a foreign company rather than an individual, trace the chain to the ultimate individuals and file each layer consistently; when the seller retains a pledge (nantissement) or a usufruct (usufruit) over the shares, record the dismemberment precisely, because voting rights and dividend rights follow different lines in that configuration.
Capital gains taxation then depends on who you are, not on where you sign. A foreign individual seller resident outside France is generally taxable in France on the gain only in specific cases defined by domestic law and by the applicable double-tax treaty, most notably for substantial participations or for shares in property-rich companies, while a French-resident seller falls under the standard regime for gains on securities, with the flat tax (prélèvement forfaitaire unique) or the progressive scale on election. A foreign parent company selling shares in its French subsidiary is generally exempt in its home state or taxable there under the treaty, with France retaining a taxing right mainly for property-rich entities. Because each treaty draws the line differently and because the holding period, the acquisition cost, the earn-out supplements and the warranty payments all adjust the taxable gain, model the after-tax proceeds before signing the price clause, not after receiving the reassessment. Your French accountant should produce a one-page simulation showing the gross price, the registration duty, the estimated capital-gains tax in France and in your state of residence with treaty credit, the social charges if you are French-resident, and the net amount that must reach your foreign account for the deal to make sense.
B. What Changes in Paris and Ile-de-France: Timeline, Costs, Documents and Remedies for Your Transfer?
Paris and the surrounding Ile-de-France region concentrate the commercial courts, the tax offices, the translators and the counsel that handle foreign-held SAS transfers, and that concentration changes the practical rhythm of your file. The greffe du tribunal de commerce de Paris (the Paris commercial court registry) processes the highest volume of French company filings and applies documentary checks rigorously: a filing with a foreign deed, a sworn translation that does not match the names letter for letter, or a beneficial-owner form signed by a person whose powers are not evidenced will be rejected without a telephone explanation. Build your timeline backwards from that reality. Allow one week to collect and legalise the current articles, the shareholder register, the president’s powers and the identity documents of every signatory; one to two weeks to complete the approval request and obtain the company’s answer or the expiry of the contractual time limit; one week to sign, pay and record the transfer in the company books; and one month from signature to file and pay the registration duty. A straightforward sale between two identified parties with cooperative management typically completes in four to eight weeks from the first formal request; a sale with a refused buyer, a contested price or a forced-sale clause typically takes three to six months including the expert appointment, and a sale litigated to judgment on nullity or registration takes a year or more before the Paris commercial court and, on appeal, before the Paris Court of Appeal (cour d’appel de Paris).
Costs from abroad divide into predictable duties and variable fees. The registration duty itself is modest for an operating SAS: 0.1 percent of an 800,000 euro price is 800 euros, plus the fixed registry and portal fees of a few dozen euros per filing and the sworn-translation cost, typically 40 to 80 euros per page for English to French by a traducteur assermenté (a sworn translator listed by a French court of appeal). Counsel and accountant fees dominate: a clean transfer with standard documents usually costs a few thousand euros, while a file with an approval dispute, an expert valuation or a tax treaty analysis costs a multiple of that. The expensive mistake is the reverse order, paying the full price before the filings are secured. Hold back the duty, the estimated translation and filing costs and a warranty reserve in escrow, release the net price only against the countersigned transfer form and the updated register page, and release the reserve only after the stamped tax filing and the updated Kbis (the official company identity extract issued by the greffe, the one-page proof that the company exists and who represents it) and beneficial-owner receipts arrive. The BODACC (the Bulletin officiel des annonces civiles et commerciales, the official gazette of business notices) will publish the changes that require gazette notice, and your bank will ask for the fresh Kbis before it updates the authorised signatories on the account.
Documents are where foreign files most often stall in Paris. Prepare a single closing binder, in French or with sworn translations, containing the up-to-date articles with the transfer clauses highlighted, the complete share movement register and shareholder accounts, the board or shareholder decision ruling on the approval request, the signed sale agreement with the price formula and payment proof, the transfer form countersigned by the president, the identity documents and proof of address of seller and buyer with translations and apostille where required, the powers of attorney for every person signing from abroad, and the draft beneficial-owner forms with supporting evidence of the control chain. Foreign public documents from states party to the Hague Apostille Convention need an apostille from the designated authority of the issuing state; documents from other states need full legalisation through consular channels. Names must match to the letter across the passport, the transfer form, the tax return and the beneficial-owner filing, including accents, middle names and the order of surnames; the Paris registry rejects files over a missing accent that a foreign bank would ignore. Send the binder by courier to your counsel one week before closing and keep identical electronic copies, because the tax office, the registry and the bank will each ask for the same pages separately.
When the transfer is blocked, Paris offers a graduated ladder of remedies that you can climb from abroad without flying in for every hearing. First, the formal notice (mise en demeure): a letter from counsel requiring the company or the defaulting party to approve, to present a substitute buyer, to countersign the transfer form or to pay the price within a short stated deadline, usually eight to fifteen days. Second, the summary application to the president of the Paris commercial court (référé), which can order the production of the registers, appoint the valuation expert under article 1843-4, or compel registration under daily penalty when the right is clear and the delay is harmful. Third, the full action (assignation au fond) seeking nullity of an irregular sale, enforcement of a promise, payment of the price with legal interest, or damages for abusive refusal of approval, with the possibility of joining a claim for abuse of majority (abus de majorité) when the refusal serves the personal interest of the controllers rather than the company interest. Fourth, the tax remedies: a written reply to any reassessment within thirty days, then an administrative claim (réclamation) and, if needed, an appeal to the tribunal administratif de Paris (the Paris administrative court) for the duty and penalties. Throughout, the URSSAF (the Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the social-security collection agency) is not a party to a share sale, but its audits frequently surface the shareholder advances (comptes courants d’associés) and unpaid remuneration that buyers discover during due diligence, which is why your sale file should reconcile those balances before the buyer prices them as debt. For the broader tax audit that sometimes follows a large transfer, our guide on French tax audits, reassessments and appeals handled from abroad explains the procedure that applies once the transfer itself is registered.
Conclusion
Selling or buying SAS shares from abroad is a four-gate sequence, and the order of the gates matters more than the speed at which you run. Read the articles first, because the approval, lock-up, pre-emption and forced-sale clauses decide whether your buyer can enter and at what price a refused seller can still leave; the one-sentence statutes on approval and lock-up, the nullity sanction and the forced-sale power frame every negotiation before it starts. Fix the price mechanism second, with a formula an accountant can apply, a currency and conversion rule, an escrow for the deposit and the warranty holdback, and an early written contest procedure that preserves access to the court-appointed valuation expert instead of cashing a disputed price and complaining later. Record the transfer third, in the company’s share register and shareholder accounts, because until that entry exists the buyer cannot vote and the dividends still belong to the seller in the eyes of the company. File and pay fourth, within the one-month registration deadline at the 0.1 percent rate for an operating SAS, update the beneficial-owner register when control crosses the threshold, and model the capital-gains tax in France and in your state of residence before the price becomes final. Handled in that order, with a complete bilingual closing binder and a representative in Paris or Ile-de-France who files the same week the deal is signed, your share transfer survives the approval meeting, the bank’s compliance check, the registry’s documentary review and, if it ever comes, the judge’s reading of the file.