You live in London, New York or Singapore and you run a company in France. One morning an email lands in your inbox: your SAS president resigns with immediate effect, or your SARL gérant, who is also your local co-founder, tells you he is walking away and keeping the company stamp. The French bank writes the same week asking for an up-to-date Kbis, the official company identity extract issued by the greffe, the clerk of the commercial court, and a supplier asks who is now entitled to sign. Nothing is on fire yet, but every day with the wrong name on the Kbis costs you authority: the departing director can still walk into the bank, and every contract he signs may still bind your company. This article explains the two moves that fix the situation from abroad. First, remove and replace the director lawfully, under the rules that fit your vehicle, the SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose) or the SARL (société à responsabilité limitée, the limited-liability company with stricter statutory rules). Second, file the change on the Guichet unique, the single online filing portal run by the INPI (Institut national de la propriété industrielle, the French intellectual property and companies office), get a clean Kbis, and neutralise the former director while the register catches up.
I. Remove and replace the director without boarding a plane
A. Who can remove the president of a SAS or the gérant of a SARL, and by what vote?
The answer depends entirely on your vehicle, and foreign founders often get this first question wrong. In a SAS, contract rules almost everything. Article L. 227-5 of the Commercial Code states that “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In plain terms, your own articles of association decide who appoints the president, who removes him, by what majority, and with what notice. The decisions that must be taken collectively by the shareholders are also defined by the articles, within the framework of article L. 227-9 of the Commercial Code, so the very first reflex is to open your statutes and read the clauses on governance, appointment and revocation before voting anything. Where the company has a single shareholder, that shareholder simply decides alone and records the decision in the statutory register, which makes the whole operation manageable from abroad.
Most SAS statutes drafted for subsidiaries of foreign groups provide that the president can be removed at any time, without cause and without compensation, by a collective decision of the shareholders. A judgment of the Montpellier Court of Appeal of 11 February 2025 (RG 23/05247) quotes one such clause word for word: “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 confirmed the principle in these terms: a removal under such a clause can occur “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.” Two lessons for a foreign owner follow. First, check whether your statutes impose a cause, a notice period or a reinforced majority, because some do, and ignoring them exposes the removal to annulment. Second, even where the statutes allow removal at will, organise a fair process: summon the president, state the proposed removal on the agenda, let him present his observations in writing or by video link, and record everything in minutes. A brutal or humiliating removal can lead to damages even when the removal itself stands.
In a SARL the rules are statutory rather than contractual. The gérant is appointed by the shareholders, in the articles or by a later decision, under the conditions of article L. 223-29, and article L. 223-18 of the Commercial Code adds that “Dans les rapports avec les tiers, le gérant est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société, sous réserve des pouvoirs que la loi attribue expressément aux associés.” Removal follows article L. 223-25 of the Commercial Code: the gérant can be removed by a shareholders’ decision taken under article L. 223-29 of the Commercial Code, unless the articles require a higher majority, and “Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts.” The same article allows any shareholder to ask the court to remove the gérant for legitimate cause. The voting arithmetic of article L. 223-29 is that “les décisions sont adoptées par un ou plusieurs associés représentant plus de la moitié des parts sociales”, with a second consultation deciding by a majority of the votes cast if the first round fails and the articles say nothing different. In practice, a foreign majority shareholder can therefore remove a local minority gérant, but should expect a damages claim if no serious reason supports the removal, and should document that reason before the vote rather than after.
One special case deserves attention: where the departing gérant is named in the articles themselves. Article L. 223-18 provides that “la mention du nom d’un gérant dans les statuts peut, en cas de cessation des fonctions de ce gérant pour quelque cause que ce soit, être supprimée par décision des associés.” A single shareholders’ decision can therefore both record the end of the functions and clean the articles, which avoids a separate amendment procedure and keeps the filing to one formalité.
B. How to record the resignation or vote the removal and appoint the successor from abroad?
Resignation and removal follow different mechanics, and mixing them up is the most common mistake in files handled from a distance. A resignation is a unilateral act of the director: once the company receives the resignation letter, the functions end on the date stated in the letter, or immediately if no date is stated, and the company does not have to accept it. What the company must do is record it. Ask the departing president or gérant to confirm the resignation in a signed writing that states the effective date, keep proof of receipt, and have the shareholders take note of it in a written decision that also appoints the successor. If the director refuses to put anything in writing, send him a registered letter or an email with acknowledgment of receipt summarising his oral announcement and stating the date from which the company considers the functions ended, then move on to the appointment: a company without a director cannot file anything, and the bank will not wait.
A removal, by contrast, is a decision of the company, and its validity depends on procedure. Convene the competent body under the rules of your statutes for a SAS or of article L. 223-29 for a SARL, circulate the agenda showing the proposed removal and appointment, and attach the documents the voters need: the draft minutes, the identity and address details of the incoming director, and any report explaining the reasons. From abroad, three tools make this work. First, written consultation, where every shareholder signs the same decision without meeting, whenever the statutes allow it. Second, a video meeting with a signed attendance sheet and minutes, again if the statutes permit remote deliberation, which modern SAS articles almost always do. Third, a proxy given by the foreign shareholder to a trusted person in France, or to the incoming director himself, with a dated and specific power covering the exact resolutions. Electronic signatures on minutes and proxies are valid under the European eIDAS framework, and the Guichet unique accepts electronically signed minutes, so distance alone never blocks the vote. Where a foreign-issued document must support the filing, such as a passport copy or a sworn statement of non-conviction for the incoming director, have it translated by a sworn translator and legalised or apostilled where the greffe requires it, and ask the formaliste or the filing agent in advance rather than discovering the requirement through a rejection.
The same decision should settle the practical terms of the handover. Fix the effective date of the departure and of the appointment, ideally the same day, so that there is no gap in representation. Decide the incoming director’s remuneration or record expressly that the functions are unpaid, because silence on pay breeds disputes later. State who keeps the company chequebooks, tokens and passwords until the bank updates its mandates, and give the incoming director an express power to complete the filing formalities, publish the legal notice and notify the bank. If the outgoing director held an employment contract alongside his corporate office, do not confuse the two: ending the corporate functions does not end the employment contract, and the employment file must be handled under labour law with its own procedure and cost. Finally, inventory what the departing director takes with him: company laptop, phone, keys to the premises, access badges, and administration rights over the domain name, the bank portal and the accounting software. A calm written handover list signed by both sides prevents most of the conflicts described in the second part of this article.
II. Make the change binding on banks, courts and suppliers
A. How do you file the change on the Guichet unique and obtain a clean Kbis?
Under French law, an internal decision is not enough: while the change of director is not published, the company cannot rely on it against third parties or public authorities. Article L. 123-9 of the Commercial Code provides that “La personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques, qui peuvent toutefois s’en prévaloir, les faits et actes sujets à mention que si ces derniers ont été publiés au registre.” A change of legal representative is exactly such a registrable fact. Until the Registre du commerce et des sociétés (RCS, the trade and companies register kept by the greffe) shows the new name, the bank, the tax office and the courts are entitled to keep dealing with the former director as if nothing had changed, and only those who personally knew of the change lose the right to rely on the old entry. Filing fast is therefore not an administrative nicety; it is the act that makes the whole operation effective.
The filing itself runs through the Guichet unique, the single portal that replaced the old direct filings at the greffe for almost all company formalities. Select a modification filing for a change of dirigeant, attach the minutes recording the resignation or removal and the appointment, the updated articles if the outgoing director was named in them, the identity documents and non-conviction statement of the incoming director, and the certificate of publication of the legal announcement. A change of legal representative must be announced in a journal d’annonces légales (JAL, the gazette authorised to carry legal notices) in the département of the registered office before or at the same time as the filing, because the greffe checks that notice. The greffe then updates the RCS, the change appears in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company registrations are published), and a fresh Kbis showing the new director can be ordered. From abroad, allow several working days between the filing and the new Kbis, and track the file number daily: if the greffe issues a rejection or a request for additional documents, cure it within days, because our companion piece on fixing a rejected Guichet unique filing from abroad shows that most rejections come from missing signatures, untranslated documents or a legal notice published in the wrong département, all of which are cheap to fix early and expensive to discover late. The general path from incorporation to Kbis to VAT number and first hire is described in our guide to setting up a company in France as a foreign founder, and this filing is the mirror image of that creation sequence.
Three parallel updates must not be forgotten while the RCS filing runs. First, the register of beneficial owners (RBE, the French beneficial ownership register): where the outgoing or incoming director holds, directly or indirectly, more than 25 percent of the capital or voting rights, or otherwise controls the company, the beneficial ownership declaration must be updated through the same portal, since article L. 561-46 of the Monetary and Financial Code requires companies to declare to the RCS the identification details, personal domicile and control arrangements of their beneficial owners. Banks check this register during their compliance reviews, and a stale RBE entry is a frequent cause of frozen accounts. Second, the bank itself: send the branch the minutes, the legal notice certificate and, as soon as it arrives, the new Kbis, and sign new signature mandates the same week, because until the mandates change the former director remains technically able to move money. Third, the tax and social counterparts where relevant: the corporate tax file of the DGFIP (Direction générale des finances publiques, the French tax administration) and, where the director combined his office with an employment contract, the URSSAF (the social security collection agency) declarations, so that assessments and contribution calls go to the right person. Each of these steps is small; together they are what transforms a shareholders’ decision taken in London or New York into a French reality a Paris bank will accept.
B. How do you stop the former director from binding the company while the register catches up?
The weeks between the shareholders’ decision and the new Kbis form a danger window that foreign owners systematically underestimate. Under French company law, a director’s powers toward third parties are deliberately broad, precisely so that business can rely on the signature it sees. For the SARL, article L. 223-18 states that the gérant holds the widest powers to act in all circumstances in the name of the company, and for the SAS, article L. 227-6 of the Commercial Code provides that “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts”, that “Le président est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société dans la limite de l’objet social”, and that “Les dispositions statutaires limitant les pouvoirs du président sont inopposables aux tiers.” Internal limits written in the statutes or in a side letter therefore do not protect the company against outsiders: a supplier or a bank that contracts with the person shown as director is, in principle, contracting with the company itself.
The courts go one step further, and this is the point that should concentrate every foreign shareholder’s mind. The Commercial Chamber of the Court of Cassation held on 9 March 2022 (appeal No. 19-25.704, published in the Bulletin) that “le seul fait que la nomination et la cessation des fonctions de gérant de société à responsabilité limitée soient soumises à des règles de publicité légale ne suffit pas à exclure qu’une telle société puisse être engagée sur le fondement d’un mandat apparent.” Read the full decision on Legifrance (Cass. com., 9 March 2022, No. 19-25.704): even the publicity rules for appointment and removal do not, by themselves, shut out apparent authority. Where the third party’s belief in the signatory’s powers was genuine, meaning the circumstances allowed him not to check the exact limits of those powers, the company is bound. A former president who still appears on the Kbis, still holds the company email address and still meets the clients is exactly the profile that creates such a genuine belief. A second decision points in the same direction for published appointments: the Third Civil Chamber held on 26 October 2023 (appeal No. 21-17.937) that “lorsque cette nomination a été publiée, la société ne peut se prévaloir de son irrégularité pour contester les engagements pris en son nom par les personnes ainsi désignées”, and “seule l’existence d’une collusion frauduleuse entre le gérant désigné et le tiers est de nature à priver d’effet l’opposabilité qui découle, en principe, de la publicité légale”, as held on Legifrance (Cass. 3rd civ., 26 October 2023, No. 21-17.937). The lesson is symmetrical and stark: whoever the register shows can, in practice, bind the company toward honest third parties, and only a proven fraudulent collusion between the signatory and the third party defeats that effect.
Neutralising the former director is therefore a race, and it is won with paperwork sent the same day as the decision. Notify the bank in writing that the former director’s mandates are revoked, list the accounts and powers concerned, revoke his electronic banking rights, and ask for written confirmation; until the bank records the revocation, a transfer order he signs may still be executed. Take back, or remotely deactivate, everything that signals authority: company email addresses, administration rights over the website and the accounting software, keys and badges, and any power of attorney given to him for customs, tax or litigation matters. Write to the five counterparties that matter most, the main client, the main supplier, the landlord and the insurer, attaching the minutes and announcing the name of the successor, so that no future partner can claim he honestly believed the former director still spoke for the company. If the departure is hostile, have a bailiff record the handover or the refusal to hand over, and change the locks of the premises where the company holds stock or servers. Where the former director signs despite all this, the company will generally have to honour the commitment toward the honest third party and then turn against the former director for acting without authority, seeking repayment of the sums lost and, where the facts support it, damages for disloyal management. That second claim is real but slow; the measures above are what prevent it from ever being needed.
Two final cautions complete the picture. First, do not appoint a straw man, an employee or a friend with no real role, simply to fill the Kbis quickly while the foreign owner keeps all decisions. A de facto manager regime and, in insolvency, personal liability for the true decision-maker can follow, and banks increasingly detect the mismatch between the declared director and the person giving instructions. Second, where the company is already in financial difficulty, changing the director does not erase the past: late filings, unpaid tax and social debts and personal guarantees given by the former director remain, and the incoming director inherits the duty to regularise them. Handle the governance change and the balance sheet in the same week, not in that order of comfort.
Conclusion
A director who leaves a French company while the owner lives abroad creates a legal gap measured in days, and every step described here closes one part of it. Read the statutes first, because article L. 227-5 gives the SAS latitude to organise removal while articles L. 223-18, L. 223-25 and L. 223-29 impose the SARL arithmetic of majorities and the price of a removal without serious cause. Record the resignation or vote the removal with a fair procedure, appoint the successor the same day, and settle pay, powers and the handover list in the same decision. File on the Guichet unique, publish the legal notice, chase the new Kbis and the BODACC entry, and update the beneficial owners register, the bank mandates and the tax and social files in parallel, because article L. 123-9 makes publication the condition of opposability. Above all, treat the former director’s signature as live until the register, the bank and the key counterparties have all recorded the change, since the Court of Cassation binds the company on apparent authority even where publicity rules exist. Done in this order, the whole operation takes weeks, not months, and the company that emerges has one director, one Kbis and one voice.