You live in London, New York, Dubai or Singapore and you own shares in a French SAS, the société par actions simplifiée that foreign founders use most often to do business in France. One morning the Paris team tells you the company needs fresh money: a bank makes its loan conditional on stronger equity, a key hire requires issuing shares, or your own shareholder loan sitting in the company current account should finally become capital. A few weeks later, a second message arrives: an extraordinary general meeting has voted a capital increase, new shares went to the local partner, and your stake has shrunk from 40 percent to 12 percent. Both situations turn on the same French legal operation, the augmentation de capital, and both can be handled from abroad if you know the exact route. This guide explains, for a foreign shareholder who cannot fly to Paris for every signature, how to put money into your French SAS through cash, debt conversion or contributions in kind, how the issue premium protects existing shareholders, and how French courts punish increases voted only to squeeze out the shareholder who lives far away. Readers who are still setting up their vehicle should start with our step-by-step guide to setting up a company in France as a foreign founder, from bank account to Kbis, which describes the registration certificate called the Kbis, the greffe, the registry office of the commercial court, the RCS, the Trade and Companies Register, the Guichet unique, the single online filing portal run by the INPI, the French intellectual property and companies office, and the BODACC, the official gazette where company registrations are published.
I. How to put fresh money into your French SAS while you live abroad
French company law gives you three funding routes, and the choice changes the paperwork, the tax treatment and your protection against dilution. Cash is the simplest, converting your shareholder loan, called compte courant d’associé, into shares avoids wiring new money, and contributing assets such as software, equipment or receivables can work when cash is short. Each route passes through the same gate: a collective shareholder decision, because the SAS borrows most of its capital rules from the law on public limited companies. Understanding that gate before you send a single euro is what separates a clean operation, registered on the first filing, from a defective increase that a co-shareholder annuls two years later.
A. Why the cash increase, the debt-to-equity swap and the issue premium decide who really owns the company after the operation
The starting rule belongs to the extraordinary general meeting, and no president, however powerful the articles make him, can bypass it. The statute provides that “L’assemblée générale extraordinaire est seule compétente pour décider, sur le rapport du conseil d’administration ou du directoire, une augmentation de capital immédiate ou à terme.” That sentence comes from article L225-129 of the Commercial Code, and in an SAS the board report is replaced by a report from the president or the managers designated by the articles. The same article adds a deadline that foreign shareholders often discover too late: the increase must be completed within five years of the vote or the delegation, since the statute states that the operation must be carried out within that five-year period. A delegation voted in 2021 and used in 2027 is therefore worthless, and the filing will be rejected, so check the date of the resolution before you wire funds. For an SAS specifically, article L227-1 of the Commercial Code confirms the borrowing mechanism in these terms: “Dans la mesure où elles sont compatibles avec les dispositions particulières prévues par le présent chapitre, les règles concernant les sociétés anonymes, à l’exception de l’article L. 224-2 , du second alinéa de l’article L. 225-14 , des articles L. 225-17 à L. 225-102, L. 225-103 à L. 225-126 , L. 225-243 , du I de l’article L. 233-8 et de l’article L. 236-17, sont applicables à la société par actions simplifiée.” In practice this means your SAS follows the public limited company playbook for capital increases unless its own articles organise the matter differently, which well-drafted SAS articles almost always do for voting majorities and approval procedures.
Cash remains the most frequent route because it is fast and familiar to foreign banks. New shares are issued either at their nominal value or at that value plus an issue premium, and the premium is where overseas founders either protect themselves or get diluted without noticing. When the company has grown since its formation, a new share is objectively worth more than its nominal amount, so the existing shareholders vote a prime d’émission, an entry ticket paid by newcomers that equalises old and new money. The official business guide published by the French administration explains that the premium compensates the difference between nominal value and real value so that new and existing shareholders stand on an equal footing, and gives a worked example in which thirty new shares with a nominal value of 400 euros and a real value of 500 euros carry a 3,000 euro premium on top of the 12,000 euros of nominal capital, as described on the service-public.fr page on increasing company capital. If you are the foreign shareholder injecting cash alongside a French partner, insist that a premium reflecting the real value of the business applies to everyone equally, and verify that the resolution states the nominal amount and the premium separately, because the premium feeds reserves, not capital, and its accounting treatment differs. Funds must then be deposited with a bank or a notary within eight days of receipt, and the deposit is evidenced by a certificat du dépositaire, a deposit certificate, a formality the same service-public.fr page on increasing company capital describes as mandatory. From abroad, organise the wire so that the deposit certificate names the subscribing shareholder exactly as identified in the subscription form, the bulletin de souscription, since a mismatch between the wire sender, often a foreign parent company, and the subscriber named in the resolution is the most common reason the greffe, the court registry, asks for corrections.
The second route, converting your shareholder loan into shares, deserves special attention because so many foreign founders finance their French company through a compte courant d’associé before formalising anything. French law expressly allows this: new shares may be paid up “par apport en numéraire y compris par compensation avec des créances liquides et exigibles sur la société”, meaning cash contributions including by offsetting liquid and due claims against the company, as stated in article L225-128 of the Commercial Code. Three adjectives therefore decide whether your loan qualifies: the claim must be certain in its existence, fixed in its amount, and due, meaning no term or condition suspends repayment. A documented wire plus signed current-account statements and board-approved interest entries will satisfy this test, while an undocumented advance or a loan whose repayment date lies in the future will not. The practical instrument is an arrêté de compte, a certified statement of account verified by the statutory auditor where one exists, or by the president, showing the claim is liquid and due on the day of the offset. This route has a decisive advantage for a founder abroad: no cross-border wire, no foreign exchange delay, no bank asking for fresh know-your-customer files on a capital deposit, since the money is already inside the company. It has one trap: if the company later fails, a converter who knew the company was already insolvent when offsetting may face challenges to the operation, so date the statement honestly and keep the bank records proving the original advance.
The third protection is your pre-emptive right, and it is the one foreign shareholders lose most often by simply not answering an email. The statute states that “Les actions comportent un droit préférentiel de souscription aux augmentations de capital.”, meaning shares carry a pre-emptive subscription right to capital increases, as provided in article L225-132 of the Commercial Code. Each shareholder may subscribe to new cash shares in proportion to his existing stake, so that a 40 percent holder who exercises his right still holds 40 percent afterwards. The administration confirms that shareholders have a minimum period that cannot be less than five trading days to exercise this right, a period the meeting may extend, as explained on the service-public.fr page on increasing company capital. From overseas, five trading days is brutally short: convening notices sent by email, adverse time zones and translation delays can consume half of it. Three precautions follow. First, make sure the articles require convening notices by email with acknowledgement of receipt and a minimum notice period longer than the legal floor. Second, ask the president to notify you personally, by phone or message, the day the subscription period opens. Third, return the subscription form and the funds immediately, because courts treat an unexercised right as lost, not as a ground for annulment. The right can be removed, but only by an express vote: the meeting that decides or authorises the increase “peut supprimer le droit préférentiel de souscription pour la totalité de l’augmentation de capital ou pour une ou plusieurs tranches de cette augmentation, selon les modalités prévues par les articles L. 225-136 à L. 225-138-1 et L. 22-10-52 .”, as stated in article L225-135 of the Commercial Code. A suppression buried in a long resolution, voted without the required reports, is precisely the kind of defect courts sanction, which leads to the second half of this guide. Note also that preference shares with limited dividend rights can be deprived of pre-emptive rights by the articles, since the statute provides that “Par dérogation aux articles L. 225-132 et L. 228-91 , les actions de préférence auxquelles est attaché un droit limité de participation aux dividendes, aux réserves ou au partage du patrimoine en cas de liquidation sont privées de droit préférentiel de souscription pour toute augmentation de capital en numéraire, sous réserve de stipulations contraires des statuts.”, as stated in article L228-11 of the Commercial Code. If your SAS has created investor preference shares, read that clause before assuming your rights are intact.
Two final technical points complete the cash route. First, the existing capital must be fully paid up before any new cash issue, because the statute commands that “Le capital doit être intégralement libéré avant toute émission d’actions nouvelles à libérer en numéraire.”, as stated in article L225-131 of the Commercial Code. A founder who subscribed 100,000 euros at formation but paid only 50,000 cannot vote a new cash increase until the balance is called and paid. Second, a shareholder who fails to pay what he promised owes interest automatically, since the Civil Code provides that “L’associé qui devait apporter une somme dans la société et qui ne l’a point fait devient de plein droit et sans demande, débiteur des intérêts de cette somme à compter du jour où elle devait être payée et ce sans préjudice de plus amples dommages-intérêts, s’il y a lieu.”, as stated in article 1843-3 of the Civil Code. The same article allows any interested party to ask the summary judge to order the managers to call the unpaid funds, a remedy worth knowing when it is the local partner, not you, who has not paid. Finally, when the company employs staff, the meeting that votes a cash increase must also vote on a resolution opening a capital increase to employees under the profit-sharing rules, because the statute requires that “Lors de toute décision d’augmentation du capital par apport en numéraire, sauf si elle résulte d’une émission au préalable de valeurs mobilières donnant accès au capital, l’assemblée générale extraordinaire doit se prononcer sur un projet de résolution tendant à la réalisation d’une augmentation de capital dans les conditions prévues aux articles L. 3332-18 à L. 3332-24 du code du travail, lorsque la société a des salariés.”, as stated in article L225-129-6 of the Commercial Code. Omitting that employee resolution is a classic annulment ground in companies with staff, and your Paris counsel should check it before filing.
B. How contributions in kind, from software to receivables, are valued and why the auditor’s report decides whether the greffe accepts your filing
Foreign groups often prefer contributing assets rather than cash: a parent company transfers software licences, equipment already located in France, or a receivable owed by the French subsidiary itself. French law accepts all of these as apports en nature, contributions in kind, but surrounds them with a valuation procedure that has no equivalent in Anglo-American practice and that founders ignore at their peril. The core rule states that “En cas d’apports en nature ou de stipulation d’avantages particuliers, un ou plusieurs commissaires aux apports sont désignés à l’unanimité des actionnaires ou, à défaut, par décision de justice.”, meaning that for contributions in kind or special benefits, one or more contribution auditors are appointed unanimously or by court order, as provided in article L225-147 of the Commercial Code. The auditor values each asset under his own liability, and the meeting that approves the valuation records completion of the increase; if the meeting reduces the valuation, the contributors must expressly approve the reduction, failing which the increase is simply not completed. For a founder abroad, the practical lesson is to appoint the auditor early, ideally unanimously by written consultation, rather than discovering at the signing meeting that a court appointment takes weeks. Small contributions can benefit from simplified thresholds set by decree, but verify the current figures with counsel instead of assuming an exemption, because the registry checks the exemption conditions line by line.
The administration describes the timetable precisely: the auditor’s report must be made available to shareholders at the registered office at least eight days before the meeting that votes the increase, and transmitted to the greffe within the same period, as detailed on the service-public.fr page on increasing company capital. A report dated the day before the meeting therefore invalidates the procedure, and unlike some defects, this one cannot be cured after the fact by a confirmatory vote without restarting the clock. Shares issued for contributions in kind must be fully paid up on issue, so no staggered payment is possible, and the contributor warrants the asset like a seller warrants goods sold. Software contributions raise specific questions: prove the chain of title from the foreign parent to the French company, confirm the licence is transferable under its own terms, and record whether the contribution covers ownership or mere use, because a contribution of use that the parties treat as ownership is a reclassification waiting to happen. Receivables follow the same logic: produce the underlying contract, the invoices, proof they are not disputed by the debtor, and evidence they are due, since a disputed or time-barred receivable has no value and exposes the approving shareholders to liability towards third parties for five years where no auditor was appointed or a different value was used.
Registration duties add a final layer that surprises foreign shareholders. The minutes recording the increase must be filed for registration with the tax office, the service des impôts des entreprises, within one month of the date the increase was recorded when the contribution is in kind, while cash increases and increases by capitalising reserves require no registration formality, a distinction the administration states expressly on the service-public.fr page on increasing company capital. Missing that one-month registration does not necessarily void the increase between shareholders, but it blocks the downstream filings and can draw a penalty. Once tax registration is handled where required, the whole file goes through the Guichet unique, the single portal, because the statute provides that “Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet.”, meaning the file is submitted electronically to a single designated body, as stated in article L123-33 of the Commercial Code. The portal forwards the data to the greffe, the tax administration and the statistical bodies, and the greffe issues the updated Kbis showing the new capital figure. Practical advice for filers abroad: sign with a qualified electronic signature recognised by the portal, keep the deposit certificate, the auditor’s report, the updated articles and the minutes in PDF format, and file under the company’s SIREN number, the unique French business identifier, with the RCS mention, the registry reference, of the competent commercial court. If the registered office sits in Paris, the competent registry is the greffe of the Paris commercial court, now operating within the tribunal des activités économiques de Paris, whose processing times lengthen each September and January; filing in early summer or late autumn from abroad avoids the seasonal backlog.
II. When the increase is used against you: dilution, accordion operations and filing a clean increase from overseas
Capital increases are the most elegant weapon in French shareholder disputes: perfectly legal when they finance the company, potentially abusive when they erase the shareholder who cannot attend the meeting. Foreign minority shareholders are the natural targets, because distance makes it harder to subscribe in time, to challenge valuations, or to prove what happened in a Paris meeting room. French courts have built a complete toolkit against these abuses, from annulling defective resolutions to awarding millions in damages for abuse of majority, and two recent Court of Cassation decisions, quoted below word for word, show exactly where judges draw the line. The same section explains how to file your own increase from abroad so that it survives the registry and the courts alike.
A. How French judges punish increases voted to erase the foreign shareholder: the accordion trap and abuse of majority
The most brutal technique is the coup d’accordéon, the accordion operation: the majority votes a reduction of capital to zero, wiping out existing shares, immediately followed by an increase reserved in practice to the majority, so the minority disappears entirely. The Court of Cassation has locked this technique inside a strict condition. In a widely followed ruling of 4 January 2023 concerning an SAS, the Court held: “Il résulte de ces textes que la réduction à zéro du capital d’une société par actions n’est licite que si elle est décidée sous la condition suspensive d’une augmentation effective de son capital amenant celui-ci à un montant au moins égal au montant minimum légal ou statutaire.” This binding holding comes from Court of Cassation, Commercial Chamber, 4 January 2023, no. 21-10.609, published in the Bulletin. In that case, an extraordinary meeting of an SAS had voted the reduction to zero with maintenance of pre-emptive rights, one shareholder had subscribed the whole increase, and a summary judge had suspended the resolutions recording the increase while leaving the reduction resolutions formally untouched. The court of appeal had deduced that the ousted shareholder had lost his shareholder status. The Court of Cassation quashed that reasoning: because the suspended increase was not effective, the reduction to zero could not legally produce effects, failing which the company would be left with no capital at all, and the ousted shareholder had kept his status on the day he sued. For a foreign shareholder, three lessons follow. First, a zero reduction not paired with a genuinely completed increase is void, so demand proof that the increase was fully subscribed and paid, not merely voted. Second, the operation is legally single and indivisible: suspending or annulling the increase brings down the reduction with it. Third, act fast through summary proceedings, the référé, before the new shares are resold to third parties, because unwinding a chain of transfers is far harder than suspending resolutions.
The second line of defence is abuse of majority, abus de majorité, and here the most recent teaching of the Court of Cassation directly helps foreign minority shareholders. On 26 November 2025 the Commercial Chamber approved a Paris court of appeal ruling that had ordered a Luxembourg majority shareholder to pay over 2.5 million euros for wiping out a minority holder through a zero reduction followed by reserved increases. The Court endorsed the lower judges in these terms: “Ayant, dans l’exercice de son pouvoir souverain d’appréciation, retenu que le protocole de conciliation prévoyant l’opération de réduction de capital suivie d’une augmentation de capital en partie réservée avait été conclu sur le fondement d’une présentation erronée de la situation financière de la société Nerim Group, la cour d’appel a pu en déduire que, nonobstant l’homologation par le tribunal du protocole de conciliation, l’opération litigieuse, qui avait été décidée dans le seul dessein de favoriser les majoritaires au détriment des minoritaires, n’était pas conforme à l’intérêt de la société et caractérisait en conséquence un abus de majorité de la part de la société Dzeta Partners.” That holding is reported at Court of Cassation, Commercial Chamber, 26 November 2025, no. 24-15.730. The reasoning matters enormously in practice: neither court approval of a conciliation agreement, a negotiated restructuring procedure, nor invocation of the company’s survival automatically cleanses an operation decided with the sole design of favouring the majority at the expense of the minority. Judges look at the true financial picture, the necessity of the chosen figures, and whether the minority was offered a genuine chance to participate. A 22-million-euro provision booked on questionable grounds, negative equity manufactured on paper, and a reserved increase that takes a 17.94 percent holder down to 0.01 percent will smell like abuse to any French chamber. If you suspect such a scheme, commission an independent management review, the expertise de gestion, early, secure the accounting documents through court-ordered production if needed, and quantify your loss as the value of the stake destroyed, since French courts compensate the minority with damages and can annul the abusive resolution.
Between these spectacular cases lies everyday litigation that foreign shareholders win or lose on procedure. A Paris court of appeal ruling of 4 April 2023 on remand from the Court of Cassation rejected a nullity claim against a capital increase tied to new share classes and amended majority rules, confirming that not every disputed increase is an abusive one and that claimants must prove the precise defect they allege. The lesson is symmetrical: majorities must document the business justification, obtain the required reports, respect pre-emptive rights or vote their removal explicitly, and keep minutes showing the valuation debate, while minorities must identify the exact violated rule rather than invoking dilution in general terms. Before suing from abroad, assemble the complete chain: convening notices with proof of dispatch to your foreign address, the board or presidential report, the auditor’s reports where required, the text of the resolutions, the subscription forms, the deposit certificate, and the updated articles. Give your French counsel a power of attorney, a mandate allowing representation, early, because limitation periods for nullity actions run from the publication of the resolution, and a claim filed after the deadline fails no matter how serious the defect. Where defects are curable, French courts sometimes prefer damages over annulment when third parties have relied on the published capital, so plead annulment and compensation as alternative claims rather than betting everything on one remedy.
B. How to vote, sign and register your increase from London, New York or Singapore so the Paris greffe accepts it first time
A legally perfect increase still fails if the filing bounces, and filings prepared from abroad bounce more often because of signatures, translations and mismatched names. The procedure runs entirely online through the Guichet unique operated by the INPI, which forwards the file to the greffe for registration, the tax office for recording where needed, and INSEE for statistical updates, before the greffe issues the new Kbis and the modification appears in the BODACC. The legal anchor of this single filing is the rule that the file is submitted electronically to one designated body, quoted above from article L123-33 of the Commercial Code. Build the file in this order: updated articles showing the new capital and the number and class of shares, the minutes of the extraordinary meeting or of the written consultation with the vote tally, the president’s report and any auditor reports, the deposit certificate for cash or the contribution auditor’s report for kind, proof of registration with the tax office within the one-month period for contributions in kind, and the identity documents of the signatories. The administration’s guide confirms that minutes recording the increase must reach the tax office within one month of the recorded increase for contributions in kind and that no registration formality applies to cash or reserve-capitalised increases, as stated on the service-public.fr page on increasing company capital, so sort your route into the right lane before assuming a deadline applies or does not.
Voting from abroad requires anticipating French formalities that common-law shareholders find exotic. SAS articles may allow written consultation, electronic votes and videoconference meetings, and they should, but the articles must say so expressly and describe the exact process, including how votes are counted and recorded. If the articles still require physical presence, amend them first by the majority they prescribe, then use the new process for the increase itself. Foreign-language documents need certified French translations: passports, foreign parent company certificates of good standing, powers of attorney signed abroad, and any foreign auditor credentials. Names must match exactly across the subscription form, the wire transfer, the deposit certificate and the RCS entry, including accents, hyphens and legal suffixes such as Ltd, LLC or GmbH, because the registry software flags discrepancies a human reader would forgive. Powers of attorney signed outside France should be apostilled where the Hague Convention applies or legalised otherwise, and electronic signatures must meet the qualified standard the portal accepts; a simple scanned handwritten signature pasted into a PDF is the single most frequent cause of rejection for overseas filers. For companies whose registered office is in Paris or elsewhere in the Île-de-France region, the competent registry is the greffe attached to the local commercial court, in Paris the tribunal des activités économiques de Paris, and filings should mention the SIREN number and the RCS Paris reference exactly as shown on the current Kbis. Paris timelines deserve a practical note: allow two to four weeks between submission and issuance of the updated Kbis during peak periods, keep the filing receipt, the récépissé, as proof of submission for banks and counterparties, and ask the bank conditioning its loan on the increase whether it accepts the filing receipt plus minutes or insists on the final Kbis before releasing funds.
Once registered, protect the result. Send the new Kbis to the bank so the capital deposit is released from the blocked account where applicable, update the share register, the registre des mouvements de titres, which every SAS must maintain, inform the statutory auditor and the accountant so the accounts reflect the new capital and any premium correctly, and check that the BODACC publication matches the filed data. Keep the full paper trail for at least the period during which nullity or liability actions can be brought, because a co-shareholder who discovers the operation months later will attack the weakest document in the chain. Finally, diary the five-year delegation deadline from article L225-129 of the Commercial Code if the meeting delegated powers to the president: an unused balance lapses, and a late use restarts the whole procedure. Handled this way, a capital increase voted in Paris, funded from abroad and filed online becomes what French law intends it to be: a routine growth operation rather than the opening move of a shareholder war.
Conclusion
Increasing the capital of a French SAS from abroad combines three disciplines that must all succeed together: choosing the right funding route among cash, debt conversion and contributions in kind, protecting pre-emptive rights and pricing the issue premium fairly, and filing a complete electronic dossier that the registry accepts first time. The statutes set the rails, with the extraordinary meeting alone competent, pre-emptive rights attached to every share, removal of those rights only by express vote, contributions in kind valued by an independent auditor, and a single online portal forwarding the file to the registry. The case law sets the guardrails, with zero-reduction operations valid only under the suspensive condition of a genuine increase and majority schemes punished as abuse even when dressed in a court-approved restructuring. A foreign shareholder who masters both, votes in time, subscribes in writing, documents every claim converted, and files through the Guichet unique with matching names and qualified signatures, turns distance from a weakness into a routine. The Paris team gets its funds, the Kbis shows the new capital, and the stake that justified the whole investment survives the operation intact.