Your French SAS (société par actions simplifiée, the simplified joint-stock company most foreign founders choose) has a president who must go. He resigned by email from London. She stopped answering from Dubai. Or the relationship simply broke down and you, the shareholder living in New York or Singapore, need someone else at the helm. The question you ask your lawyer is always the same: can I replace the president without flying to France, how fast can the company get a new Kbis (the official company identity extract issued by the greffe, the clerk’s office of the commercial court), and what happens if I get the procedure wrong?

This article answers those three questions in order. French law gives you two separate battles. The first is internal: dismissing the outgoing president and appointing the new one under your articles of association. The second is external: publishing the change and filing it on the Guichet unique (the single online business formalities portal run by the INPI, the French intellectual property and business-registry institute) so that the RCS (Registre du commerce et des sociétés, the trade and companies register) issues an updated Kbis. Until that second battle is won, banks, clients and courts keep reading the old name on the old Kbis, and the old president can in practice still act. Both battles can be fought entirely from abroad, but each has traps that routinely catch foreign shareholders: side agreements that cannot override the articles, dismissals that trigger damages for brutal or vexatious circumstances, and late filings that leave the change unenforceable against third parties. What follows is the full procedure, with the exact legal texts and the court decisions that interpret them.

I. Dismissing the Outgoing President and Appointing the New One From Abroad

A. Your Articles of Association Decide Who Votes, With What Majority, and Whether Dismissal Can Be Immediate

The SAS is the most flexible French company form precisely because the statute book says almost nothing about its internal governance and sends you back to your own articles. Article L. 227-1 of the Commercial Code provides that one or more persons may form an SAS and that, where compatible with the special SAS chapter, the rules on the SA (société anonyme, the public limited company) apply except for a long list of excluded provisions: Article L. 227-1, Commercial Code, on Légifrance. The keystone is Article L. 227-5: Article L. 227-5, Commercial Code, on Légifrance. Its full text is one sentence: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In English: the articles of association set the conditions under which the company is managed. Everything about dismissal flows from that sentence: who can dismiss the president (all shareholders collectively, a committee, the majority shareholder, or even the president himself for a general manager), with what majority, with or without cause, with or without notice or compensation.

Before you draft anything from abroad, read your articles twice. Many foreign-owned SAS articles provide that the president is dismissible ad nutum, at any time, without cause, without notice and without compensation, by a collective decision of the shareholders. Others require a just cause (juste motif), a notice period, or a severance payment. Your first task is to identify which regime yours chose, because a dismissal pronounced in breach of the articles can be annulled and can trigger damages. Where the company has a single shareholder (SASU, SAS unipersonnelle), that sole shareholder exercises the powers of the collective body and simply records the dismissal and the appointment in a written decision; there is no meeting to organise and no quorum to reach.

The most dangerous trap for foreign shareholders is the side agreement. Founders often sign a shareholders’ pact, an investment protocol or appointment minutes that promise the president a protected term, for example two years with a fixed severance if dismissed early, while the articles still say dismissal is free at any time. On 9 July 2025 the Commercial Chamber of the Cour de cassation (the French supreme court for civil and commercial matters) settled the hierarchy once and for all in a published FS-B ruling, pourvoi no. 24-10.428: Cass. com., 9 July 2025, no. 24-10.428, on courdecassation.fr. The Court held, visas Articles L. 227-1 and L. 227-5: “Il résulte de ces textes que les statuts de la société par actions simplifiée fixent les conditions dans lesquelles celle-ci est dirigée, notamment les modalités de révocation de ses dirigeants. Si une décision des associés peut compléter les statuts sur ce point, elle ne peut y déroger, quand bien même aurait-elle été prise à l’unanimité.” In English: the articles alone set how the SAS is managed, including how its officers are dismissed. A shareholders’ decision may supplement the articles on this point, but it can never depart from them, even if adopted unanimously.

The practical lesson is direct. If your articles allow free dismissal, a unanimous side promise of a protected term does not bind the company and does not make the dismissal wrongful as such; if your articles require cause or compensation, a quick email from the majority shareholder ignoring those conditions exposes the dismissal to annulment. A shareholders’ decision can fill a gap in the articles, for instance by organising a dismissal procedure the articles forgot, but it cannot contradict them. So when you prepare the change from abroad, align three documents before anything else: the articles, the pact, and the draft minutes. If the pact contradicts the articles, amend the articles first by the majority the articles themselves require for amendments, then dismiss. That order takes a few extra days and saves you a lawsuit.

Formally, the dismissal and the appointment are usually recorded in the same minutes or the same sole-shareholder decision: finding of the end of the outgoing president’s term, appointment of the incoming president with the starting date of his term, and any related decisions (powers granted, remuneration, authorisation to complete the filings). Nothing in French law requires the shareholder to be physically in France. A decision signed abroad, a videoconference meeting recorded in minutes, or a written consultation organised exactly as the articles describe all work, provided the articles’ own rules on convening, information and voting are respected. The minutes should be drafted in French, because the greffe and the Guichet unique work in French; an English-only minute will be sent back for translation. Have the outgoing president sign a handover acknowledgment where possible, listing bank powers, keys, digital accesses and ongoing contracts, and keep proof of dispatch and receipt of every convocation. If the outgoing president is also a shareholder, check whether your articles suspend his vote on his own dismissal or, on the contrary, let him vote; that single clause decides whether your majority is sufficient.

B. Dismissing Without Cause Is Allowed, Dismissing Brutally Is Punished

Where the articles allow it, the president of an SAS can be dismissed without any reason, without notice and without compensation. That is the meaning of révocation ad nutum, and French courts apply it as written. In a ruling of 11 February 2025 (RG 23/05247), the commercial chamber of the Montpellier Court of Appeal restated the rule for articles providing that “Le Président de la Société et tout Directeur général sont révocables à tout moment, ad nutum, sans préavis ni indemnité par décision collective des associés ou du Président (s’agissant des Directeur Généraux)”: the court held that dismissal of the SAS president “peut ainsi intervenir aux termes des statuts sans juste motif, ni préavis et indemnité à condition, toutefois, de respecter l’exigence de contradiction et qu’elle ne soit pas prononcée dans des circonstances injurieuses et vexatoires portant atteinte à son honorabilité.” In English: dismissal may occur under the articles without just cause, notice or compensation, provided the adversarial principle is respected and the dismissal is not pronounced in insulting and vexatious circumstances harming the officer’s honour.

Two conditions therefore frame even the freest dismissal. First, contradiction: the president must be told in advance that dismissal is on the agenda, must receive the grievances held against him where grievances exist, and must be able to present his observations before the decision. He does not have to attend; in the Montpellier case the president had been convened to the meeting called to vote on her dismissal, did not appear, and the court held the adversarial principle satisfied. Nor do earlier tensions count as vexatious circumstances of the dismissal itself: disagreements in the months before the vote do not characterise brutal conditions surrounding the vote. A Toulouse Court of Appeal ruling of 26 May 2026 (RG 24/01086, SAS operating in medical equipment) shows the safe pattern: the advisory committee convened the president by registered letter with acknowledgment of receipt, set out the grievances in the letter, gave him ten days before the meeting, heard him, then voted the dismissal. That company obtained confirmation of the dismissal on appeal.

Second, the circumstances of the dismissal must not be insulting or vexatious. Cutting off the president’s professional email and bank access overnight without warning, changing the locks, emptying his office, announcing the dismissal to staff in humiliating terms, or dismissing him publicly before telling him privately are the classic facts that convert a lawful-in-substance dismissal into damages for brutal and vexatious dismissal. The compensation then covers moral harm and reputational harm, and it is assessed independently of any contractual severance. From abroad, the discipline is therefore simple: write before you act, convene properly, state the grievances, let the president respond in writing or in person, vote, notify the decision by bailiff or registered letter, and only then cut the accesses. Keep every timestamp. A dismissal decided on Monday, notified on Tuesday and executed on Wednesday with written traces beats a dismissal executed on Monday and documented in December.

Three additional checks complete the internal phase. First, severance and non-compete clauses: if the articles, the appointment letter or the pact promise an indemnity or contain a non-compete undertaking, apply them or negotiate a written settlement (transaction) before dismissing; courts enforce clear severance promises even when the dismissal itself was free. Second, the employment contract question: a president who also holds a genuine employment contract for separate technical functions keeps that contract after losing the corporate office, with its own dismissal procedure and labour-court risk; conversely, a president with no real subordinate technical role has no employment contract to invoke. Third, the successor’s eligibility: verify that the incoming president accepts in writing, is not subject to a personal ban on managing companies (interdiction de gérer), and, if the new president is itself a company, identify the natural person who will permanently represent it, because Article L. 227-7 provides that where a legal entity is appointed president or officer of an SAS, the officers of that entity face the same conditions, obligations and civil and criminal liability as if they were president in their own name, alongside the joint liability of the entity they manage: Article L. 227-7, Commercial Code, on Légifrance.

II. Turning the Internal Decision Into a New Kbis Without Returning to France

A. The One-Month Filing Chain: Legal Notice, Guichet Unique, Supporting Documents, BODACC

An internal decision that nobody publishes binds the shareholders but does not protect the company against the outside world. French commercial procedure therefore imposes a strict filing chain, and it runs on a one-month clock. Article R. 123-66 of the Commercial Code states: “Toute personne morale immatriculée demande, par l’intermédiaire de l’organisme unique mentionné à l’article R. 123-1 , une inscription modificative dans le mois de tout fait ou acte rendant nécessaire la rectification ou le complément des énonciations prévues aux articles R. 123-53 et suivants .”: Article R. 123-66, Commercial Code, on Légifrance. In English: every registered legal entity must apply, through the single body of Article R. 123-1, for a modifying entry within one month of any fact or act requiring correction of the registered particulars. A change of president is exactly such an act. The “organisme unique” of Article R. 123-1 is the Guichet unique, the single online portal operated by the INPI through which companies complete all creation, modification and closure formalities: Article R. 123-1, Commercial Code, on Légifrance. There is no longer a paper filing at the greffe counter for this; the whole file travels online, which is precisely what makes the procedure manageable from abroad.

Step one is the legal notice. The change of president must be published in a support d’annonces légales (an authorised legal-notices publication outlet) for the département (administrative county) of the registered office, within one month of the decision, and the publication returns an attestation de parution (certificate of publication). The service-public entrepreneurship portal confirms the sequence: the decision must be voted by the shareholders under the conditions in the articles, transcribed in minutes identifying the incoming and outgoing officers, published in a legal-notices outlet within one month, and only then declared online with the certificate attached: statutory basis recalled on entreprendre.service-public.gouv.fr, fiche F36173. Order the notice as soon as the minutes are signed; the portal will not process the file without the certificate.

Step two is the online declaration on the Guichet unique, with the supporting documents the greffes require for an SAS president change. The Infogreffe guide of the commercial-court clerks lists them precisely: the certificate of publication of the modification notice; a copy of the new president’s valid identity document (passport, national identity card, or current residence permit whose status must allow RCS registration); and a signed original sworn declaration of non-conviction (déclaration sur l’honneur de non-condamnation) showing parentage details, which the supervising judge verifies against the criminal record. Where the declared activity is regulated, add the licence, diploma or authorisation. Two foreign-shareholder specifics matter here. If the new president is a non-EU company, attach its current articles translated into French where needed, certified by its legal representative, and declare that representative’s identity documents as well, since the greffe requires the same papers for a foreign entity’s representative as for a natural-person president. And if the new president holds a foreign residence permit or lives outside France, check early that his status allows RCS registration, because a rejected identity document is the most common cause of a file bouncing back weeks later.

Step three is automatic: once the greffe validates the file, it inserts the modification in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official bulletin of civil and commercial announcements), and that insertion makes the change of officer opposable aux tiers, enforceable against third parties. The service-public portal states it plainly: after declaration, automatic insertion in the BODACC by the greffe renders the officer change opposable to third parties. This is why the one-month deadline is not administrative decoration. While the old Kbis circulates, counterparties in good faith can rely on it, and the company remains exposed to acts signed by the former president. Symmetrically, Article L. 227-6 protects third parties in the other direction: the company is represented vis-à-vis third parties by its president, who holds the broadest powers to act in all circumstances in the company’s name within the corporate purpose, and the company is bound even by off-purpose acts unless it proves the third party knew or could not have been unaware of the excess, with the mere publication of the articles never sufficing as such proof: Article L. 227-6, Commercial Code, on Légifrance. Statutory limits on the president’s powers cannot be invoked against third parties. Read together, these rules mean the outgoing president’s signature capacity ends internally on the vote but ends externally only with publicity, so file fast and meanwhile notify the bank and key counterparties directly in writing.

Collective decision-making itself deserves one last check at this stage, because the greffe reviews the minutes. Article L. 227-9 leaves the articles to determine which decisions must be taken collectively by the shareholders and in what forms: Article L. 227-9, Commercial Code, on Légifrance. If your articles require, say, a two-thirds majority or a minimum notice period for appointing officers, and your minutes show a simple majority or a 24-hour convocation, the file can stall. Attach the relevant articles extract where the portal allows it, keep the signed attendance sheet or written-consultation replies, and make sure the dates are consistent across minutes, legal notice and online declaration. For companies registered in Paris and the Île-de-France region (Paris and its surrounding counties, France’s main business jurisdiction), the competent registry is the greffe of the Tribunal des activités économiques de Paris (the Paris business court, formerly the commercial court), reached through the same Guichet unique; Paris files face the same one-month clock but benefit from the fastest processing volumes, so a complete file typically returns the new Kbis within days rather than weeks.

B. After the New Kbis: Bank Powers, Social Protection, Tax Contacts and the Beneficial-Owners Register

The new Kbis naming the incoming president is the key that unlocks everything else, and the foreign shareholder should work through the post-Kbis checklist in order of financial danger. First, the bank. A French corporate bank account (compte professionnel) operates on authorised signatures linked to the published Kbis: as long as the bank holds the old Kbis, it will keep executing the former president’s instructions and will refuse the new president’s. Send the bank the new Kbis, the minutes, the new president’s identity document and, where the bank requires it, a fresh signature-authorisation form (délégation de signature bancaire); close the former president’s powers in writing with an dated acknowledgment from the bank. If the outgoing president held the only token for the online banking space, arrange the transfer before notifying the dismissal where the articles allow it, because a president who learns of his dismissal between notification and access withdrawal can empty no account without committing offences, but can create maximum disruption. For the full account-opening mechanics from abroad, our step-by-step guide to setting up a company in France as a foreign founder, from bank account to Kbis, VAT and first hire remains the companion reference.

Second, the social-protection status of the incoming president. In an SAS the president is assimilé-salarié (treated like an employee for social security, affiliated to the general scheme, without unemployment insurance), which means URSSAF (Unions de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the social-contributions collection agency) must be able to identify the new officer: the Guichet unique declaration normally feeds the social bodies automatically, but verify that the DSN (déclaration sociale nominative, the monthly payroll and social-data return) and the payroll setup name the right person from the right month, or contribution calls will keep going to the former president’s affiliation. If the former president was remunerated, close his payslips and issue his final settlement (solde de tout compte); if he was not, keep the zero-remuneration position consistent across filings. A foreign-resident new president who keeps working from abroad raises separate affiliation and treaty questions that must be examined case by case rather than assumed.

Third, tax and administrative contacts: update the company’s professional space on impots.gouv.fr (the tax authority portal), the VAT contact where the company holds a French VAT number, and any sectoral regulators, so that notices, assessments and refund decisions reach the new management. A tax notice sent to the former president’s address and ignored for months becomes a late-payment surcharge the company cannot easily unwind.

Fourth, the beneficial-owners register (registre des bénéficiaires effectifs, the RCS annex identifying the natural persons ultimately controlling the company). A change of president does not automatically change the beneficial owners, but in foreign-owned structures the president is often also a shareholder and a declared beneficial owner. Where the move reshuffles capital or control, Article R. 561-55 of the Monetary and Financial Code requires a modifying entry: “La société ou l’entité immatriculée demande une inscription modificative dans les trente jours suivant tout fait ou acte rendant nécessaire la rectification ou le complément des informations déclarées.”: Article R. 561-55, Monetary and Financial Code, on Légifrance. In English: the registered company must apply for a modifying entry within thirty days of any fact or act requiring correction of the declared beneficial-owner information. File the DBE (déclaration de bénéficiaires effectifs) update on the Guichet unique within that thirty-day window whenever the president’s arrival or departure alters who ultimately holds capital or voting rights.

Fifth, contracts and disputes: notify landlords, insurers, key suppliers and clients of the change with the new Kbis attached; verify mandates given to lawyers and accountants; and if litigation is pending, inform counsel immediately, because procedural acts served on the former president at the registered office can still produce effects while the publicity catches up. Finally, run a closing audit of the handover: former president removed from all bank, tax, social and registry accesses, company documents and seals recovered or reissued, digital certificates transferred, and a dated handover report signed by both sides or, failing that, drawn up unilaterally and sent by registered letter. A change of president done from abroad succeeds when the paper trail is French, dated and complete; it fails when the shareholder treats the vote as the finish line instead of the starting point.

Conclusion

Replacing the president of a French SAS from abroad follows a fixed order. Read the articles first, because Article L. 227-5 makes them the sole master of dismissal conditions and the Cour de cassation confirmed on 9 July 2025 that even a unanimous side agreement cannot override them. Dismiss and appoint in minutes drafted in French, respecting convocation and voting rules, and dismiss firmly but cleanly: no cause is needed where the articles allow free dismissal, but the adversarial principle and non-vexatious circumstances are always required, as the Montpellier and Toulouse courts illustrate. Then publish within one month in a legal-notices outlet, declare on the INPI Guichet unique with the minutes, the certificate of publication, the new president’s identity document and sworn non-conviction declaration, and obtain the new Kbis whose BODACC insertion makes the change enforceable against third parties. Then work the post-Kbis checklist: bank signatures, URSSAF and payroll affiliation, tax contacts, beneficial-owners update within thirty days where control changed, and written notice to counterparties. Done in that order, the whole operation never requires a flight to France; done out of order, it produces exactly the dispute the shareholder wanted to avoid.