You live in London, New York, Dubai or Singapore and you hold shares in a French SAS (société par actions simplifiée, the flexible French company limited by shares). A buyer has appeared, perhaps a co-shareholder, an outside investor or the company itself, and you want to sell from abroad without flying to France for every signature. Three questions decide whether the deal succeeds. First, are you legally allowed to sell to this buyer, or do the articles of association (statuts) require the prior approval (agrément) of the company, impose a lock-up period (inaliénabilité), or grant your co-shareholders a right of first refusal (préemption)? In a SAS, almost every transfer restriction is possible, and a sale signed in breach of the articles is void as a matter of law. Second, at what price, and what happens if the buyer or the company disputes it? French law provides a court-appointed expert procedure that fixes the price when the parties cannot agree. Third, what tax and paperwork apply when the seller lives abroad? The sale must be registered with the French tax office within one month, registration duty of 0.1 percent of the price applies even to deeds signed outside France, and any capital gain may be taxed in France even if you are no longer French tax-resident, subject to the tax treaty between France and your country of residence. This guide walks you through each step, approval, validity, price, registration and tax, with the exact statutes in force and the latest decisions of the Cour de cassation (the French supreme court for civil and commercial matters), so you can complete the sale safely from abroad. If your project goes beyond a single sale, our guide to choosing between a SAS, a SARL, a branch and a subsidiary in France explains which vehicle fits a foreign founder before any shares change hands.
I. Do You Need Approval to Sell Your SAS Shares, and What Can Block the Sale From Abroad?
A. Do your articles require prior approval before you sell your SAS shares?
The SAS is the most contract-driven company in French law, and transfers of shares are where that freedom shows most. Unlike the SARL (société à responsabilité limitée, the French private limited company), where approval of transfers to third parties is the statutory default, the SAS starts from full transferability and lets the founders add whatever restrictions they wish in the articles. That means no two SAS sales follow exactly the same path: everything depends on the clauses your company adopted, and a seller living abroad must read those clauses before signing anything, because distance is no excuse once the deed is signed.
The first clause to look for is the lock-up, called inaliénabilité. Article L.227-13 of the Commercial Code on Légifrance provides that “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” In plain English, the articles may make the shares non-transferable for up to ten years. If your shares are still inside such a lock-up period, you simply cannot sell them yet, whatever price the buyer offers, unless all shareholders agree to amend the articles first. Founders who joined recently, investors who accepted a lock-up at entry, and managers who received bonus share grants with a holding period are the profiles most often caught by this clause. Before contacting any buyer, ask the company for a certified copy of the articles in force and check the dates: a sale signed during a lock-up is exposed to the nullity action described below.
The second and most common clause is prior approval, called agrément. Article L.227-14 of the Commercial Code on Légifrance states that “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” Every sale of shares may therefore be subjected to the prior approval of the company, and in practice the articles define who gives that approval, a shareholders’ meeting, the president, a committee, or the shareholders unanimously, within what time, and what happens if approval is refused. Some articles distinguish between sales to existing shareholders, which may require no approval, and sales to outsiders, which require approval; others require approval for every transfer without exception. A shareholders’ agreement (pacte d’associés), the private contract that often sits alongside the articles in international groups, may add a right of first refusal (droit de préemption) or a joint exit right (droit de sortie conjointe, known as tag-along) that forces you to offer your shares to your partners first or lets them join your sale on the same terms. From abroad, the practical sequence is therefore fixed: obtain the full updated articles from the company or from the greffe (the registry office of the commercial court that keeps the company’s file at the RCS, the Trade and Companies Register), read the approval and pre-emption clauses together with any shareholders’ agreement, then send the formal approval request exactly as the articles require, by the channel they designate, and wait for the written decision before signing the sale. A buyer who presses you to sign first and regularise later is asking you to take the nullity risk on your own shoulders.
Two further clauses matter specifically to foreign sellers. First, the articles may organise the forced buyout of a shareholder: Article L.227-16 of the Commercial Code on Légifrance provides that “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions.” A shareholder can thus be required to sell in situations the articles define, such as departure, breach of non-competition, or deadlock, with suspension of voting rights in the meantime. If you are leaving a French venture on bad terms, check whether this clause has been triggered against you, because it changes your negotiating position on price. Second, where the shareholder is itself a company, Article L.227-17 of the Commercial Code on Légifrance allows the articles to provide that “la société associée dont le contrôle est modifié au sens de l’article L. 233-3 doit, dès cette modification, en informer la société par actions simplifiée.” A foreign holding company that has itself been sold or restructured may therefore have to notify the French SAS, which can then suspend its voting rights and force it out. Groups that reorganise offshore while holding French subsidiaries are regularly surprised by this clause, so verify the chain of control before presenting yourself as an unrestricted seller.
When approval is refused, the story does not end but moves to price. French law does not let a SAS trap a shareholder forever: the articles normally designate a buyer, one or more shareholders, a third party, or the company itself, which must purchase the shares. If the articles say nothing about how the price is computed in that situation, the statute sends the parties to the expert procedure examined in Part II. The lesson for a seller abroad is to treat refusal as a second negotiation rather than a dead end, and to keep every notification receipt, because the deadlines in the articles run from the formal request and a seller who cannot prove when approval was sought negotiates from weakness.
B. What happens if you sell your SAS shares in breach of the articles?
The sanction is the heaviest in private law: the sale is void. Article L.227-15 of the Commercial Code on Légifrance provides, in a single sentence, that “Toute cession effectuée en violation des clauses statutaires est nulle.” Any sale made in breach of the articles is a nullity, which means the buyer is treated as never having become a shareholder, the seller is treated as never having left, and every vote cast by the supposed buyer in the meantime can be challenged. For a seller living abroad, this is the central danger of the whole operation: a quick private deal signed by email, without checking the articles, can be unwound months or years later at the request of the company or a co-shareholder, with the price to be refunded and damages potentially on top.
The Cour de cassation confirmed the strength of this sanction in a July 2026 decision that every SAS seller should know. In Cass. com., 8 July 2026, No. 25-11.354, a Luxembourg company holding shares in a French SAS had sold all of them to another Luxembourg company in December 2020, allegedly in breach of a pre-emption clause in article 16 of the articles, and the French co-shareholder sued for nullity of the sale and of the later shareholders’ meetings. The sellers argued that nullity required proof of fraudulent collusion between seller and buyer. The Court rejected that defence outright: “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.” No proof of fraud is needed; breach of the clause is enough. The Court therefore upheld the nullity of the December 2020 sale and, by consequence, the annulment of a shareholders’ meeting at which the irregular buyer had voted, since a void buyer retroactively never held shareholder status. The message for practice is direct: neither good faith nor ignorance of the articles, and still less the fact that both parties signed abroad, saves a sale that ignores a statutory clause, and the buyer loses not only the shares but also the votes it thought it had acquired.
A second decision draws the boundary of this sanction with equal clarity. In Cass. com., 21 June 2023, No. 21-25.952, the Court recalled first that “Aux termes de ce texte, toute cession effectuée en violation des clauses statutaires est nulle.” then limited the rule to genuinely voluntary sales: “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.” Forced transfers ordered under an exclusion clause follow their own regime and are not struck down by the same nullity. For a seller abroad, the distinction matters in two situations: if you are being forced out under an exclusion clause, your remedy lies in challenging the exclusion procedure itself, not in invoking nullity of a voluntary sale; and if you are buying, a seller who claims the transfer is somehow forced should be asked to show the exact statutory basis, because a truly voluntary sale always needs the approvals the articles require.
How do you protect yourself in practice when you live outside France? On the selling side, never sign before holding the written approval or the waiver of pre-emption rights, keep proof of every notification, and have your lawyer compare the buyer list against the clauses: sale to a co-shareholder, to a family member, to an outsider, and sale by a foreign holding after a change of control can each follow a different rule in the same articles. On the buying side, which matters if you are acquiring additional shares to take control from abroad, demand the full chain before paying: updated articles, the share movement register (registre des mouvements de titres), and the approval decision covering your purchase. A missing register or a refusal to produce the articles is a warning signal, not a detail. And if a sale has already been signed in breach, act quickly: nullity actions follow limitation periods, evidence held abroad must be gathered and translated, and French counsel acting under a written power of attorney (pouvoir) can file before the commercial court (tribunal de commerce) without requiring your presence at every hearing.
II. How Are the Price, Tax and Registration of Your SAS Share Sale Handled From Abroad?
A. How is the sale price fixed, challenged and paid when you live abroad?
French law leaves the price of SAS shares essentially unregulated: the parties agree it in the sale contract (acte de cession), and no authority approves the amount. In practice the price rests on the company’s accounts, recent results, net asset value, and the buyer’s plans, often with an earn-out supplement (complément de prix) payable if targets are met, or a warranty over assets and liabilities (garantie d’actif et de passif) protecting the buyer against hidden debts discovered after closing. Sellers living abroad should insist that these mechanisms be written with the same precision as the price itself: who measures the targets, under which accounting rules, by what date, and in which currency the supplement is paid, because disputes about earn-outs are the most common sequel to cross-border share sales. Where the articles organise a buyback after refusal of approval, or an exclusion, the same freedom applies first, since the statute gives priority to agreement.
When agreement fails, the statute provides a judge-made price. Article L.227-18 of the Commercial Code on Légifrance states that where the articles do not organise the price of shares taken back under an approval, exclusion or change-of-control clause, “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.” Agreement comes first and court-appointed expertise second. The expertise itself is governed by Article 1843-4 of the Civil Code on Légifrance, which 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.” The expert is appointed jointly or, failing agreement, by the president of the competent civil or commercial court ruling under a fast-track procedure with no appeal against the appointment, and the expert must apply any valuation rules contained in the articles or in an agreement binding the parties. Three practical consequences follow for a seller abroad. First, write valuation rules into the articles or the sale contract now, because the expert will be bound by them later. Second, contest the appointment quickly and locally: the application goes to the court of the company’s seat, so for a Paris-registered SAS it is the Paris courts that appoint the expert, and your counsel can file the request without you travelling. Third, prepare the file as if for audit, since the expert values the company on its documents, accounts, contracts and prospects, and a seller who keeps clean records from abroad obtains a better valuation than one who reconstructs them under pressure.
Once price and buyer are settled, ownership itself passes by book entry, not by handing over paper certificates. Article L.228-1 of the Commercial Code on Légifrance provides that “Dans les autres cas, le transfert de propriété résulte de l’inscription des valeurs mobilières au compte de l’acheteur ou dans un dispositif d’enregistrement électronique partagé, dans des conditions fixées par décret en Conseil d’Etat.” For an unlisted SAS, the transfer of ownership results from recording the securities in the buyer’s account. Concretely, the seller signs a transfer order (ordre de mouvement), the company records the movement in its share movement register and updates the buyer’s individual shareholder account, and only then is the buyer fully effective against the company. Sellers abroad should therefore treat the signed sale contract as step one and the recorded transfer order as step two: never release the full file, and ideally never let the price out of escrow (séquestre), before the company confirms the book entry. Payment itself is usually a bank transfer, and parties living in different currency zones should fix in the contract who bears the exchange risk and on which date the rate is taken. Where part of the price is deferred or conditional, a bank guarantee or an escrow with a lawyer or notary protects a seller who will be thousands of kilometres away when the supplement falls due.
Signing from abroad is entirely possible if the formalities are prepared. Private deeds (actes sous seing privé) can be signed electronically under French law, powers of attorney allow counsel to sign defined documents on your behalf, and foreign-language exhibits should carry certified French translations because the tax office and the courts work in French. For a Paris-based SAS, two local details deserve attention, and this is where the Paris and Ile-de-France dimension genuinely helps rather than decorates: filings linked to the company go through the greffe of the Paris commercial court via the single online portal, and any expert appointment or dispute goes before the Paris courts, whose commercial judges handle these valuation cases routinely. Keep one practical reflex: every signature, notification and receipt should exist in a form a Paris judge can read, which means French or certified translation, dated, and traceable to the signatory.
B. What registration duty and capital-gains tax apply when a non-resident sells SAS shares?
Registration with the tax office is mandatory, fast, and frequently forgotten by sellers who signed abroad. The sale must be registered (enregistrement) at the business tax office (SIE, service des impôts des entreprises) of the tax domicile of one of the parties, in principle within one month of signature, by filing the deed or transfer order and paying the duty. The duty exists because Article 726 of the General Tax Code on Légifrance provides that “Les cessions de droits sociaux sont soumises à un droit d’enregistrement” Sales of corporate rights are subject to a registration duty at a fixed rate, which is 0.1 percent of the sale price for shares of an unlisted SAS, with a minimum collection commonly applied by the tax office. Critically for readers of this guide, signing outside France changes nothing: the same article continues that “portent sur des actions ou parts de sociétés ayant leur siège en France, ces cessions sont soumises au droit d’enregistrement dans les conditions prévues au présent 1°” Deeds executed abroad that transfer shares of a company seated in France remain subject to French registration duty, subject only to credit for registration taxes actually paid abroad where a foreign registration formality was compulsory. The detailed steps, offices and supporting documents are set out on the official business portal page for sales of SAS and SASU shares on entreprendre.service-public.gouv.fr, which also confirms the 0.1 percent rate with its calculation example. One exception must be checked before applying the 0.1 percent rate: if the SAS is a real-estate-heavy company (société à prépondérance immobilière, broadly a company whose assets consist mainly of French real estate), the rate rises to 5 percent, so a SAS holding Paris buildings is taxed like a property deal, not like an operating company. Late registration draws interest and penalties, and an unregistered sale remains unenforceable against the tax authorities, so diary the one-month deadline on the day you sign, wherever in the world you sign.
Income tax on the gain is the second layer, and it can follow you abroad. French domestic law taxes gains on the sale of securities: Article 150-0 A of the General Tax Code on Légifrance covers “les gains nets retirés des cessions à titre onéreux, effectuées directement, par personne interposée ou par l’intermédiaire d’une fiducie, de valeurs mobilières, de droits sociaux”, meaning net gains on sales for consideration of securities and corporate rights are subject to income tax. For an individual seller, the official portal explains that the gain, sale price minus purchase price, is in principle subject to a single flat-rate levy of 31.4 percent, comprising 12.8 percent income tax and 18.6 percent social levies, with an option for the progressive income-tax scale from 0 to 45 percent plus the 18.6 percent social levies where that option is more favourable, and possible holding-period allowances for shares acquired or subscribed before 1 January 2018, as detailed on the same official SAS share-sale page. Companies selling shares face corporation tax on the gain under their own rules, with possible participation-exemption treatment for qualifying holdings, a point to clear with a tax adviser before fixing the deal structure. None of this disappears because the seller has moved abroad: France keeps a taxing right over gains on shares of French companies in several non-resident situations under provisions such as Article 244 bis B of the General Tax Code, at rates and thresholds that depend on the seller’s status and holding, while the tax treaty between France and the seller’s new country of residence may reduce, share or eliminate that taxation. The only safe method is therefore to read the treaty before signing, confirm the position on the international pages of impots.gouv.fr, the official French tax portal, and file the French return even where the treaty ultimately gives exclusive taxation to the other state, since treaty relief usually requires a claim, not silence. Keep the purchase documents proving your acquisition price and date, because without them the tax office may challenge your cost base and tax the full sale price.
Two final formalities close the file. First, if the sale changes who controls the company, the register of beneficial owners (RBE, registre des bénéficiaires effectifs) must be updated through the single business formalities portal, the Guichet unique, at formalites.entreprises.gouv.fr, since French companies must declare the individuals who ultimately control them and keep that information current. Second, where the articles themselves are amended as part of the deal, for example to remove the seller’s special rights or to record a new share structure, the amendment follows the standard publication route: updated articles filed at the greffe, publication in a legal notice gazette (SHAL, support d’annonces légales), and announcement in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official bulletin where company creations and changes are published). The company’s Kbis, the official identity certificate issued by the greffe that proves the company exists and who manages it, will then reflect the new situation, and any serious buyer will ask for a Kbis less than three months old before releasing funds. A seller abroad who delivers a registered deed, a recorded transfer order, a treaty-checked tax filing and an updated Kbis has sold cleanly; one who delivers only a signed contract has merely started.
Conclusion
Selling your SAS shares from abroad succeeds when four links hold together. The sale must be permitted by the articles, with prior approval obtained or pre-emption rights waived in writing before signature, because any breach makes the sale void without any need to prove fraud, as the Cour de cassation confirmed in July 2026. The price must be agreed with precision, including earn-outs, guarantees, currency and payment security, failing which a court-appointed expert will fix it under rules your own clauses should have written in advance. The transfer must be completed by book entry, with a signed transfer order recorded in the company’s register, not merely by exchanging a contract by email. And the tax file must be closed properly: registration duty of 0.1 percent paid within one month even for deeds signed abroad, capital gain declared in France with the treaty position checked, and beneficial-owner and RCS records updated where control has changed. Prepared in this order, with translated documents and counsel acting under powers of attorney, the whole sale can be run from London, New York, Dubai or Singapore, and the Paris courts and tax offices will process a complete foreign file as routinely as a domestic one.