You live in London, New York, Dubai or Singapore and you want to buy shares in a French SAS (societe par actions simplifiee, the flexible joint-stock company most foreign investors meet first). The seller may be a departing co-founder, an investment fund rotating out, or the company itself selling treasury shares. The question you type into Google at midnight is a practical one: can I buy shares in a French SAS while living outside France, what clauses can kill my deal, how do I lock the price when the seller resists, and what duty and paperwork will my purchase trigger?
This guide answers that question from the buyer side, from the first reading of the articles to the stamped registration. It explains the approval clause that can force the seller to obtain the company prior consent before selling to you, the lock-up and pre-emption rights that can freeze or divert the deal, the nullity that strikes a transfer closed behind the company back, the expert valuation procedure that fixes the price when parties disagree, and the registration duty, filing deadlines and registers that make you the shareholder in the eyes of everyone. Every French acronym is explained along the way: the Kbis (the official identity document of a French company, issued by the greffe, the registry office of the commercial court), the SIE (service des impots des entreprises, the local corporate tax office where transfers are registered), the CGI (Code general des impots, the French tax code), BODACC (Bulletin officiel des annonces civiles et commerciales, the gazette where company registrations are published) and the Guichet unique (the single online filing portal operated by the INPI, the French intellectual property and companies office). The rules below are the ones in force on 17 October 2026, read on Legifrance during the preparation of this article, with court decisions quoted word for word from their official texts.
A companion pillar page of this site walks through the full journey of setting up a company in France as a foreign founder, from the bank account to the Kbis extract, the VAT number and the first hire. Read it if you are creating your vehicle before buying; this article takes over at the moment you agree to take shares in an existing French SAS while living abroad.
I. Can you buy SAS shares from abroad, and what can legally kill your deal?
A. How do you clear the approval clause before paying anything?
The SAS is a contract-driven company: most transfer restrictions do not come from the statute but from the articles of association (statuts) and from any shareholders agreement (pacte d associes) signed around them. The statute gives the articles a single enabling sentence: “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” Read that sentence as a buyer. It says the articles may require the prior approval (agrement) of the company for any transfer of shares to you. The word “may” matters: unlike the SARL (societe a responsabilite limitee, the limited liability company with stricter statutory transfer rules), the SAS has no default statutory approval procedure. If the articles say nothing, the seller can sell to you freely. If they contain an approval clause, the seller must obtain it before you sign, and your money must wait.
Start with a methodical reading of three documents before you sign a letter of intent. First, the articles of association as filed with the greffe: look for the words agrement, cession, transfert, preemption (pre-emption right, a priority purchase right for existing shareholders) and inalienabilite (lock-up, a temporary ban on selling). Second, the shareholders agreement: it often adds consent rights, rights of first refusal, tag-along and drag-along clauses, and deadlock exits that the articles do not mention. Third, any side letter signed with an investor, which can contain its own consent requirement covering your entry. Collect the current, signed versions, not the drafts exchanged at incorporation. When you live abroad, ask the president (president, the legal representative of a SAS) to send you the complete filed articles plus a recent Kbis, so you work on the version third parties can rely on rather than on a courtesy translation that may have softened the key clauses. Only the French filed version counts.
When an approval clause exists, the standard path runs in four steps, and you should drive it even though the seller formally notifies. The seller notifies the company of the sale project to you: your identity, the number of shares, the price and the payment terms, by the means the articles prescribe. The competent body designated by the articles, often the general meeting of shareholders or a defined majority, examines your file. If approval is granted, you buy on the notified terms; change the price or the share count afterwards and you may need a fresh approval. If approval is refused, the articles normally organise the fallback: the company or the existing shareholders must buy the shares or arrange a substitute buyer within the period the articles set, at a price fixed by agreement or by expert valuation. Because the statute leaves the procedure to the articles in a SAS, the deadlines, majorities and buy-back mechanics are whatever the articles say. Never transpose the SARL timetable to a SAS: in a SARL, the statute provides that silence for three months after the last notification counts as consent, and that after a refusal the shareholders must buy within three months at an expert-fixed price, as article L. 223-14 of the Commercial Code expressly states. That three-month silence rule and that three-month buy-back rule belong to the SARL regime. In the SAS you are buying into, only the articles create equivalent deadlines, so read them instead of assuming them.
Two court lessons frame this verification. The Cour de cassation recalled, under the former article 1134 of the Civil Code, that “les conventions légalement formées tiennent lieu de loi à ceux qui les ont faites”, meaning that lawfully formed agreements stand as law between those who made them. Applied to your purchase, that means the approval clause the seller signed binds the sale exactly as written: no skipped notification, no substituted buyer, no shortened waiting period because you are wiring funds from far away. The second lesson comes from a 2023 decision on the articulation between a shareholders agreement and the articles: the Court restated that “Toute cession effectuée en violation des clauses statutaires est nulle”, and held that this nullity rule of article L. 227-15 of the Commercial Code governs transfers made in breach of statutory clauses, not exclusions decided on other grounds. For you as a buyer, the message is direct: shares bought in breach of a valid approval clause can be taken back from you by a court, and the price you paid becomes a mere claim for repayment. Get the classification right before you wire.
Distance changes the logistics, not the law. You can negotiate from abroad, mandate a Paris lawyer by written power of attorney to inspect the registers at the registered office, and complete the signing by electronic signature where the documents allow it. What you cannot do is treat the approval step as a formality: make your offer conditional on written proof of approval or on completion of the fallback buy-back procedure, keep proof of every sending and receipt, and never pay the full price before the condition is documented. Buyers who discover an ignored approval clause after closing either lose the shares or pay twice, first to the seller and then to the rightful substitute buyer.
B. What lock-ups, pre-emption rights and nullity traps target your entry?
Beyond approval, three mechanisms can freeze, divert or cancel your purchase. Each comes from the articles, each has a precise statutory frame, and each must be cleared before you commit funds.
The first is the lock-up clause (clause d inalienabilite). The statute authorises it in one sentence: “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” During the lock-up period, the seller simply cannot sell to you, even if you agree on the price, except where the articles themselves provide an exception. Many SAS vehicles set up with investors include a two- to five-year lock-up to stabilise the capital. If the lock-up is still running, your deal must wait, or the shareholders must first vote an amendment lifting it, which usually requires the majority the articles set for statutory amendments. Check the start date and the exact duration in the filed articles: a lock-up drafted at incorporation for five years from registration still bites in year four, and no distance argument and no side payment lifts it.
The second is the pre-emption right and the forced-transfer and exclusion clause. A pre-emption clause gives existing shareholders priority to buy the shares you are targeting, on the same terms, within the period the articles set; miss that period in your timetable and a co-shareholder takes your seat. The exclusion side works in mirror: the statute provides that “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions.” The same sentence allows the articles to suspend the non-pecuniary rights of that shareholder until the transfer happens. In practice, exclusion clauses target defined triggers such as breach of a non-compete, loss of a professional licence, or departure from an employment contract stapled to the shareholding. As a buyer, an exclusion clause can create your opportunity when it forces shares onto the market with a price mechanism; it can also destroy your deal when a side agreement promises you shares that only the statutory exclusion procedure could deliver. The 2023 decision cited above draws exactly that line: promises to sell contained only in a side agreement cannot override the statutory exclusion procedure, and a transfer ordered outside the articles can be attacked under article L. 227-15. Either way, the articles, not the emails, decide which shares you can actually buy.
The third is nullity. “Toute cession effectuée en violation des clauses statutaires est nulle.” That single sentence of article L. 227-15 carries the whole enforcement weight of SAS transfer clauses. A purchase closed without a required approval, during a lock-up, or in breach of a pre-emption right can be declared void by a court, which means you never became a shareholder, with dividends, votes and liabilities to unwind. The nullity protects the company and the shareholders who relied on the clause; it does not protect the buyer who skipped the checks. The only safe course from abroad is to treat every clause mentioning cession, transfert, agrement, preemption, inalienabilite or exclusion as a condition precedent to payment, and to have a lawyer confirm in writing that the file is complete before funds move.
Add one Paris-specific operational note. Foreign buyers often discover these clauses late because the English courtesy translation of the articles omitted them or softened them. Ask for the French statuts a jour (up-to-date articles) certified by the president, compare them with the shareholders agreement, and reconcile any contradiction in favour of the articles for opposability to the company, while honouring the agreement between its signatories. That double check costs a few days and saves collapsed acquisitions.
II. At what price, duty and filing cost does your purchase from abroad actually close?
A. How do you lock the price when the seller, the company or the expert steps in?
Price is where SAS acquisitions from abroad most often stall, especially after an approval refusal or inside a pre-emption exercise. The statute ranks the methods clearly. Where the company implements an approval, exclusion or buy-back clause and the articles say nothing about the price, “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.” In plain English: the articles may set the price formula (fixed price, multiple of revenue or EBITDA, net asset value, or a valuation method entrusted to an auditor); if they do, that formula applies first. If they say nothing, the price is whatever you and the seller agree; and if you disagree, an independent expert values the shares under article 1843-4 of the Civil Code. The same article adds that when the company itself buys back the shares, it must resell them within six months or cancel them, as article L. 227-18 of the Commercial Code states.
Article 1843-4 deserves a close reading because it decides many contested entries. Its current text states 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.” Three consequences follow for a buyer living abroad. First, either party can force the valuation: if you and the seller cannot agree, one of you petitions the president of the competent court, who appoints the expert. Second, the expert must apply the valuation rules the articles or the parties agreements already contain, where such rules exist; the expert does not rewrite your formula, but implements it or fills its gaps. Third, the appointment decision itself is sheltered from appeal: the Cour de cassation holds that “il résulte de l’article 1843-4 du code civil que la décision rendue par le président du tribunal statuant en la forme des référés sur la demande de désignation d’un expert pour la détermination de la valeur de droits sociaux est sans recours possible”, except in cases of excess of power. From abroad, that means the valuation track is fast and final at the appointment stage: put your arguments and your documents before the expert, because there is no appeal against the appointment itself.
The 2023 Te Puna decision shows how these pieces fit in a real SAS dispute. A shareholder sought approval to sell its SAS shares to an outside buyer; the extraordinary general meeting refused approval and asked for an expert valuation under article 1843-4; the company obtained a court-ordered sequestration of the shares and an expert appraisal; years later the seller claimed payment at the expert-fixed price while the company argued approval should be deemed granted. The Cour de cassation partially quashed the appeal ruling after recalling that agreements stand as law between the parties, sending the valuation and payment questions back for a correct application of the articles and the expert process. The lesson for a foreign buyer is concrete: once approval of your purchase is refused and the expert track is triggered, do not pay the seller in parallel on private terms while the company procedure runs. Parallel tracks create contradictory obligations and years of litigation; escrow the funds and let the procedure designate the true seller and the true price.
Negotiate the price mechanics before the dispute, not during it. If the articles are silent, propose a valuation schedule by statutory amendment while relations are still good: reference year for accounts, treatment of cash and debt, discount for minority or illiquidity if the parties truly want one, currency of payment, and payment date. If an investor side letter already contains a price formula, align it with the articles so the expert receives one coherent instruction. And when you pay from outside the eurozone, fix the exchange-rate date and the transfer costs in the purchase agreement: French registration duty is computed on the euro price stated in the deed, and banks convert at their own rate on the day the funds move.
B. What registration duty and filings make you the shareholder?
A signed share purchase agreement does not make you a shareholder under French law. Three layers complete your entry: registration duty on the deed, opposability filings that make you the shareholder against the company and third parties, and the closing pack that proves your title.
Registration duty comes first in the chronology of costs, and in practice the buyer checks it before signing. Article 726 of the CGI sets the rate for transfers of shares in joint-stock companies at 0.1 percent of the sale price, against 3 percent with a 23,000 euro allowance for partnership-type interests and 5 percent for interests in real-estate-rich entities. For an ordinary SAS holding an operating business, the 0.1 percent rate applies: a 500,000 euro purchase of SAS shares bears 500 euros of duty. The same article expressly covers deeds executed abroad over shares of companies seated in France, with a possible credit for foreign registration duties actually paid where the foreign state imposes a mandatory registration formality. The deed must then be registered: article 635 of the CGI requires that instruments transferring shares be registered within one month of their date, and that sentence sets the filing clock for your purchase deed. In practice the drafter files the deed with the SIE of the company seat or the non-resident tax office, the duty is paid, and you receive the stamped copy that auditors and banks later request. The English-language service-public page for SAS share sales confirms this sequence of approval check, written deed, duty computation on the price and registration step, and it remains the clearest official walkthrough for a foreign reader at Sale of shares in a simplified joint stock business (SAS/SASU).
Capital-gains exposure sits on the seller side, but a careful buyer prices it. Where the seller is a non-resident individual or a foreign company, article 244 bis B of the CGI taxes the gain under the conditions of articles 150-0 A to 150-0 E where the rights in the company profits held by the seller, together with spouse, ascendants and descendants, exceeded 25 percent at any time in the last five years, at the corporate rate for foreign companies and at 12.8 percent for individuals, with a 75 percent flat rate for gains booked in a non-cooperative state or territory unless a genuine non-tax purpose is shown. Below that 25 percent threshold, French domestic law generally does not levy the charge, but the tax treaty between France and the seller state of residence can reallocate the taxing right, and your own state of residence may tax you later when you resell. Use this asymmetry in negotiation: a seller facing a taxable gain prefers a higher price and a quick closing, while you prefer warranties that no hidden reassessment follows the shares. Ask who bears a post-closing tax adjustment in the warranty clause, and keep the expert report and the reference-year accounts with the deed.
Opposability filings make you the shareholder against the company and the world. For a SAS with nominative shares, the transfer is recorded by an ordre de mouvement (transfer order) signed by the seller, entered in the company share transfer register (registre des mouvements de titres) and individual shareholder accounts. You then check the register of beneficial owners (registre des beneficiaires effectifs, RBE): where your purchase gives you control, the RBE declaration is updated through the Guichet unique, with publication to BODACC where the regulations require it. Where the articles were amended to lift a lock-up, record your entry or reflect a buy-back and cancellation, the amended articles, the minutes and the new Kbis are filed with the greffe. From abroad, give your representative a specific written mandate covering the signing appointments, the RBE declaration and the tax registration, because banks, notaries and the greffe each ask for it. Then collect the full closing pack: approval minutes or completion of the fallback procedure, signed deed, SIE-stamped registration, updated share register, new Kbis and, where relevant, the expert report. That pack is what proves, years later, that the right buyer paid the right price and that the right duty was filed on time.
Two cost traps deserve an explicit warning. First, real-estate-rich SAS vehicles flip the duty from 0.1 percent to 5 percent, which turns a 500,000 euro purchase from a 500 euro duty into a 25,000 euro duty; check the balance sheet before promising a price. Second, price supplements (complement de prix, earn-outs) and seller loans are registrable on their own terms; declare them in the deed rather than in a side letter the administration later discovers. Both traps are avoidable with a pre-closing read of article 726 and the accounts, which is exactly what a careful buyer abroad does before wiring.
Conclusion
Buying SAS shares from abroad follows a fixed order: read the French filed articles before offering anything, make your offer conditional on written approval where the articles require it and document each step, clear any lock-up and any pre-emption right before paying, treat a purchase closed in breach of the articles as void rather than merely irregular, agree the price or submit it to the expert procedure of article 1843-4 where the articles trigger it, register the deed within the one-month period the CGI states and verify the 0.1 percent duty for ordinary SAS shares, test the seller 25 percent gain threshold only to calibrate negotiation and warranties, and close the file with the transfer order, the share register, the RBE update and the new Kbis. Each of these steps has its source in the articles you accepted or in the statutes and decisions quoted above, and each leaves a paper trace that protects your title. Prepared that way, your entry into a French SAS needs no trip to Paris: the verifications travel by post and email, the valuation runs before an independent expert, the duty is paid to the SIE, and you take your seat with a title no later challenge can easily undo. For a broader view of how French companies live after incorporation, from annual meetings to filings and audits, the in-house guide to setting up a company in France as a foreign founder remains the hub this article belongs to.