You founded a company in France, you financed its early months with your own money, and now, living in London, New York, Dubai or Singapore, you are selling your shares. The buyer agrees a price for the shares, the lawyers circulate a sale deed, and one evening you realise nobody has mentioned the 40,000 euros sitting in your shareholder current account, in French compte courant d’associé. Does the buyer automatically owe you that money once the shares change hands? Can you ask the company to repay you the day before closing? Can you sell the loan to the buyer together with the shares, and at what price? These questions trap foreign sellers regularly, because a shareholder loan is a separate claim against the company, independent of the shares, and it survives the sale unless the parties deal with it expressly. This article explains what happens to your shareholder advance when you sell your stake in a French société par actions simplifiée (SAS, simplified joint-stock company) or société à responsabilité limitée (SARL, limited liability company) while living abroad: why the loan does not follow the shares automatically, how to transfer it cleanly to the buyer, how to get repaid before or after closing, and how the price and the tax work. Every French acronym is explained on first use, and every decisive statement is tied to an official source you can open and check.
I. Keeping your loan separate from your shares when you exit
A. Does selling your shares automatically sell your shareholder loan?
No. This is the single most expensive misunderstanding in French share deals involving founder financing. A shareholder current account is a loan the shareholder granted to the company: the seller is the creditor, the company is the debtor, and the shares are a different asset altogether. Selling the shares transfers membership rights, votes and dividends. It does not transfer the separate claim for repayment of the advances. The courts apply this separation strictly. On 9 October 2025 the Papeete Court of Appeal confirmed, in a dispute where sellers of shares in a property company claimed payment of their current account balances after the sale, that “la cession de parts sociales n’entraine pas la cession ou l’abandon de compte courant d’associé à moins que les parties n’aient prévu des dispositions contractuelles contraires, ce qui n’est pas le cas en l’espèce.” (Papeete Court of Appeal, Section B, 9 Oct. 2025, no. 24/00142). The sellers kept their claims because the sale deed contained only a standard liabilities guarantee (garantie de passif) and no clause transferring or waiving the accounts. A liabilities guarantee protects the buyer against hidden debts of the company; it does not buy the seller’s personal claim against the company, and it does not extinguish it.
Three consequences follow for a seller living abroad. First, silence preserves your claim but does not pay it: after closing you remain a creditor of a company you no longer control, owed money by directors you did not appoint, with no board seat to monitor repayment. Second, silence can also destroy value if the deed is badly drafted: a clause stating that the price is paid in full and final settlement of every claim, or that the seller waives receivables of any nature whatever can be read as abandoning the current account, which is why the sale deed must name the account expressly and state its fate. Third, the company’s books do not update themselves: until the transfer or repayment is recorded, the balance sheet still shows a debt to a former shareholder, the statutory auditor (commissaire aux comptes, the independent auditor who certifies company accounts) will ask questions at year-end, and the buyer will treat the balance as inherited debt when negotiating the price. The practical rule is therefore simple: the fate of the current account must appear in the sale documents as its own article, with the exact balance, the chosen route, and the timetable, alongside the broader steps of setting up a French company as a foreign founder: bank account, Kbis, VAT and first hire run in reverse at exit.
There are only three clean routes, and they must be chosen before signing. The first is repayment before closing: the company repays your credit balance with available cash, so you sell shares in a debt-free company and the buyer pays a higher share price without inheriting your loan. The second is transfer to the buyer: you assign your claim to the buyer, usually for a price close to its nominal amount, and the buyer becomes the company’s new creditor in your place. The third is keeping the claim: you sell the shares, remain an outside creditor, and collect later under the original agreement, with the blocking clauses and interest terms unchanged. Each route has different tax, approval and enforcement effects, examined below. What is never a route is assuming the question will solve itself after closing, because after closing your leverage is gone: the buyer has the shares, the company has the cash, and you have a claim against a business run by others, possibly abroad from your own enforcement action.
B. How do you transfer your shareholder loan to the buyer cleanly?
Transferring the loan is an assignment of a claim (cession de créance), governed by the Civil Code, and it requires its own written deed, separate from the share sale deed or annexed to it as a scheduled exhibit. Article 1321 of the Civil Code defines the mechanism: “La cession de créance est un contrat par lequel le créancier cédant transmet, à titre onéreux ou gratuit, tout ou partie de sa créance contre le débiteur cédé à un tiers appelé le cessionnaire.” Four points in that definition matter for a founder abroad. The assignment can cover all or part of the balance, so a seller can transfer half the account and collect the rest. It can be for consideration or gratuitous, though a gratuitous transfer to the buyer makes no commercial sense and raises tax questions. It extends to accessories of the claim (accessoires), meaning accrued but unpaid interest and any security attached to the account follow the principal automatically unless excluded. And the debtor’s consent is not required, “Le consentement du débiteur n’est pas requis, à moins que la créance ait été stipulée incessible”, which means the company cannot veto the transfer, except where the current account agreement itself declared the claim non-assignable, a clause some bank-driven blocking agreements contain and which must be checked before promising the buyer anything.
Timing and opposability decide who really owns the claim if several people assert rights over it. Article 1323 of the Civil Code provides that “Entre les parties, le transfert de la créance, présente ou future, s’opère à la date de l’acte. Il est opposable aux tiers dès ce moment.” Between seller and buyer, therefore, the transfer is effective on the date of the assignment deed, and it binds third parties from that moment, with the buyer bearing the burden of proving the date if it is contested. But the company itself, as debtor, is bound only once it has been properly informed: article 1324 of the same code states that “La cession n’est opposable au débiteur, s’il n’y a déjà consenti, que si elle lui a été notifiée ou s’il en a pris acte.” The same article 1324 adds that “Le débiteur peut opposer au cessionnaire les exceptions inhérentes à la dette, telles que la nullité, l’exception d’inexécution, la résolution ou la compensation des dettes connexes”, and that it may also raise defences born of its relationship with the seller before the transfer became opposable, “telles que l’octroi d’un terme, la remise de dette ou la compensation de dettes non connexes.” Until notification, a payment by the company to the former shareholder still discharges the debt, which would leave the buyer paying for a claim already extinguished. The notification should therefore be served on closing day, by bailiff’s writ or by registered letter with acknowledgement of receipt (lettre recommandée avec accusé de réception) countersigned in the closing minutes, and the company’s acknowledgement (prise d’acte) should be collected in writing at the same meeting.
Those company defences must be priced by the buyer before closing. In concrete terms, if the seller’s account was subject to a blocking agreement (convention de blocage) running until a fixed date, the buyer inherits the wait: the Paris Court of Appeal held on 15 May 2025 that funds covered by a valid, clearly worded blocking commitment “sont stabilisés dans la société pour une durée déterminée” “Il s’ensuit que M. [O] ne peut obtenir le remboursement anticipé de son compte-courant alors que ni la banque ni la société [11] n’ont donné leur accord.” (Paris Court of Appeal, Pôle 5, chamber 9, 15 May 2025, no. 24/05837). If the seller pledged the balance to the bank as security for the company’s loan, the pledge survives the assignment and the buyer collects only after the bank. If the seller owed the company money on another account, the company can set the debts off. A buyer who pays full nominal value without reading the current account agreement, the blocking letters and the pledge deeds buys a frozen claim at the price of a liquid one. The seller’s symmetrical duty is disclosure: hiding a blocking clause to obtain full price invites an action for annulment or damages after closing.
One final approval is frequently forgotten. Where the buyer becomes a shareholder or director as a result of the deal, the assignment of the claim can itself fall under the related-party agreements procedure. In a SARL, article L. 223-19 of the Commercial Code requires a report on agreements between the company and a manager or shareholder, voted by the meeting without the interested person’s votes: “Le gérant ou l’associé intéressé ne peut prendre part au vote et ses parts ne sont pas prises en compte pour le calcul du quorum et de la majorité.” In a SAS, article L. 227-10 of the same code provides that “Les associés statuent sur ce rapport”, with unapproved agreements still effective but their harmful consequences borne by the interested person: “Les conventions non approuvées, produisent néanmoins leurs effets, à charge pour la personne intéressée et éventuellement pour le président et les autres dirigeants d’en supporter les conséquences dommageables pour la société.” The Cour de cassation (the supreme court for civil and commercial matters) recalled on 17 September 2025 that agreements concluded without the required prior authorisation “peuvent être annulées si elles ont eu des conséquences dommageables pour la société.” (Cass. com., 17 Sept. 2025, no. 23-20.052). Scheduling the approval vote in the closing-day meeting costs nothing and closes a line of attack the company could otherwise use years later to challenge the interest paid to the buyer.
II. Getting paid: price, tax and enforcement from abroad
A. At what price is your loan repaid or transferred, and how is it taxed?
Repayment and transfer price differently, and confusing the two costs money. Repayment is always at nominal value plus contractually accrued interest: the company owes exactly the credit balance shown by the approved statements, and article 1902 of the Civil Code states the borrower’s basic duty in these terms: “L’emprunteur est tenu de rendre les choses prêtées, en même quantité et qualité, et au terme convenu.” No discount applies to repayment; a company that offers eighty cents on the euro for immediate repayment is proposing a partial debt waiver (abandon de créance partiel), which must be documented as such because the waived part becomes taxable exceptional profit in the company. Transfer, by contrast, is a negotiated sale of the claim between seller and buyer, and the price can sit below nominal value. A discount is normal where the account is blocked for years, bears no interest, or sits in a fragile company: the buyer pays for a risky, illiquid claim, not for cash. The discount must nevertheless be defensible, because an assignment at a manifestly derisory price between related parties attracts the tax administration’s attention on both sides, as a disguised gift from the seller and as an abnormal advantage for the buyer.
For the seller, repayment of principal is tax-neutral up to the amount actually lent: recovering your own money is not income. Only the interest received is investment income (revenus de capitaux mobiliers), declared in the country of tax residence with the relief of the applicable double tax treaty, on the basis of the annual slip (imprimé fiscal unique) issued by the company. Where the seller transfers the claim to the buyer instead, the tax analysis splits in two: the assignment price up to nominal value returns capital, while any amount above nominal, or interest accrued and included in the price, is income, and a sale below the amount lent crystallises a capital loss whose deductibility depends on the seller’s personal tax regime and residence. Because founders selling from London, New York, Dubai or Singapore face different treaty answers, the sale deed should allocate the price expressly between principal, accrued interest and any premium or discount, so each party’s tax return follows the same allocation instead of inviting reassessment. For the company, the identity of the creditor changes nothing in principle: interest remains deductible within the statutory ceiling of article 212 of the General Tax Code (Code général des impôts, the French tax code), which allows deduction only “Dans la limite de ceux calculés d’après le taux prévu au premier alinéa du 3° du 1 du même article 39 ou, s’ils sont supérieurs, d’après le taux que cette entreprise emprunteuse aurait pu obtenir d’établissements ou d’organismes financiers indépendants dans des conditions analogues”, and the official business portal confirms the deduction also requires fully paid-up capital and is computed account by account (see the official fact sheet Current account of partner: operation and taxation).
Where neither repayment nor transfer is possible, the claim can be converted into equity by set-off against new shares. Article L. 225-128 of the Commercial Code provides that new capital securities “sont libérés soit par apport en numéraire y compris par compensation avec des créances liquides et exigibles sur la société, soit par apport en nature, soit par incorporation de réserves, bénéfices ou primes d’émission, soit en conséquence d’une fusion ou d’une scission.” The gate conditions are strict: the claim must be liquid and due, which excludes a blocked balance whose release date has not arrived and any disputed amount, the shareholders must vote the capital increase with the required auditor’s certificate confirming the claim, and the increase must be filed at the greffe (the clerk’s office of the commercial court) and reflected on the Kbis (the company’s official identity certificate). For a departing founder this route usually means converting first and selling more shares afterwards, which suits a buyer who prefers equity to debt and a seller who accepts shares as currency. It should never be improvised at closing without the accountant (expert-comptable) and the auditor, because an unfiled or defective increase leaves the seller with neither cash, nor claim, nor valid shares.
B. How do you enforce your claim from abroad after the sale?
Whether you kept the claim, transferred it with warranties, or hold an unpaid balance of the price, enforcement follows the same ladder, and living abroad changes the logistics, not the rights. The first rung is a written demand: a registered letter with acknowledgement of receipt asking for payment of a stated balance by a stated date, enclosing the account statements and citing the agreement or the assignment deed. The letter fixes the starting point of default interest and proves good faith, which matters because a demand timed purely to asphyxiate the company can be penalised as abusive. The second rung, where the balance is clear and simply unpaid, is the order to pay (injonction de payer): a petition to the court president filed at the greffe, supported by the agreement, the statements, the assignment deed with its notification, and the demand letter, which can yield an enforceable order without a full hearing. The company can lodge an objection (opposition) sending the case to trial, so the order is a speed tool for undisputed balances, not a remedy for contested ones.
Contested cases go to full trial before the judicial court (tribunal judiciaire) or the commercial court (tribunal de commerce), where the file decides everything. The company’s predictable defences mirror this article: it produces the blocking agreement and asks the court to enforce the term; it pleads hardship and requests the judicial grace period of article 1343-5 of the Civil Code, under which “Le juge peut, compte tenu de la situation du débiteur et en considération des besoins du créancier, reporter ou échelonner, dans la limite de deux années, le paiement des sommes dues”; or it attacks the interest rate through the related-party rules. A clean file defeats all three: a signed agreement, yearly approved statements, transfer slips labelled as advances, proof of notification of the assignment, and a rate within the deductible ceiling. Two clocks must be watched from abroad. The first is limitation: article 2224 of the Civil Code provides that “Les actions personnelles ou mobilières se prescrivent par cinq ans à compter du jour où le titulaire d’un droit a connu ou aurait dû connaître les faits lui permettant de l’exercer”, so the demand should go out well before the fifth anniversary of exigibility. The second is insolvency: if the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette publishing insolvency openings) shows rescue, reorganisation or liquidation proceedings (sauvegarde, redressement or liquidation judiciaire), individual enforcement stops and the claim must be declared (déclaration de créance) with the appointed representative within the legal deadline, or it may be extinguished.
From abroad, the seller instructs a French lawyer by email with a power of attorney, attends hearings by videoconference where the court allows it, and enforces a French judgment through a commissaire de justice (the enforcement officer formerly called huissier de justice), who can seize bank balances in France. Enforcement of the judgment outside France then follows the applicable European regulation or treaty. Before spending on proceedings, three checks save the budget: confirm on the Kbis and the BODACC that the company is active and not in proceedings, confirm that no blocking commitment still covers the balance, and confirm the limitation clock. One mirror warning closes the circle: founders sometimes discover at exit that their account is in debit, meaning they owe the company money, often from personal expenses booked to the company. Article L. 223-21 of the Commercial Code declares such arrangements void for individual managers and shareholders of a SARL: “A peine de nullité du contrat, il est interdit aux gérants ou associés autres que les personnes morales de contracter, sous quelque forme que ce soit, des emprunts auprès de la société, de se faire consentir par elle un découvert, en compte courant ou autrement”. A debit balance must be cleared by genuine repayment before closing, because no buyer pays for shares in a company whose main asset is a void claim against the seller.
Conclusion
Selling your shares does not sell your shareholder loan, and that separation governs the whole exit. Name the current account in the sale deed with its exact balance, choose expressly between repayment before closing, assignment to the buyer, or keeping the claim, and execute the chosen route with its own formalities: notification to the company for an assignment, approval under the related-party procedure where required, and filing at the greffe with an updated Kbis for a conversion into shares. Allocate the price between principal and interest for the tax returns, watch the five-year limitation period, and check the BODACC before enforcing. Handled this way, the money you lent your French company comes home with you; left to implication, it stays behind in a company you no longer control, owed under documents you no longer hold.