A foreign founder does not automatically have to move to France in order to lead a French company. A non-resident individual can, in principle, be appointed president of a société par actions simplifiée (SAS), the French simplified joint-stock company, while living abroad. The legal analysis becomes more demanding when the founder will be paid, will work physically in France, will sign a separate employment contract, or will spend enough time in France to change the social-security or tax position.

The practical question is therefore not simply whether a foreigner may appear on the Kbis. A Kbis is the official extract identifying a company registered with the Registre du commerce et des sociétés (RCS, Commercial and Companies Register); it is not an immigration permit and it does not settle payroll or tax residence. The founder must coordinate the SAS statutes, the registered office, the filing at the French one-stop shop, the evidence concerning the president, the social-security analysis and any applicable tax treaty. This guide separates those questions and gives a filing sequence for a founder who wants to manage a French SAS from outside France.

I. Can a non-resident foreigner be president of a French SAS without moving to France?

A. What does French company law require for a foreign SAS president and the Kbis?

French company law gives the SAS considerable freedom to organise its management. Article L. 227-6 of the French Commercial Code provides that the company is represented towards third parties by a president appointed under the conditions set by the statutes. The provision does not reserve the office to French nationals or to people resident in France. It also gives the president broad powers to act for the company, subject to the statutory distribution of powers and to the rules protecting third parties.

That rule has two consequences for an international founder. First, the appointment is a corporate-law decision recorded in the statutes or in a shareholders’ decision made under the statutes. Secondly, the president’s nationality and residence are not, by themselves, a reason to reject the appointment. The founder can be an individual living in the United Kingdom, the United States, Switzerland, Singapore or another country. A legal person may also be appointed where the statutes and the filing documents support that choice, under Article L. 227-7 of the Commercial Code. The filing must still identify the relevant natural person or legal representative and show who can bind the company.

The label SAS covers both a multi-shareholder company and, when there is one shareholder, a société par actions simplifiée unipersonnelle (SASU, one-shareholder simplified joint-stock company). The president may be the founder, a local manager, a group company or another person selected by the shareholders. The statutes should state how the president is appointed and removed, what decisions require shareholder approval, whether a directeur général (DG, chief executive officer) or other officer is appointed, and whether signature powers are limited internally. Internal limits may organise the relationship between the shareholders and the management, but they do not necessarily protect the company against a third party who relied on the president’s statutory representation power.

The appointment also needs to be distinguished from an employment relationship. The corporate mandate gives the president authority to represent and manage the SAS. It does not automatically create an employment contract, a right to unemployment insurance, or the protections of an employee under French labour law. A separate employment contract can exist in certain circumstances, but it must correspond to genuine technical duties, a real relationship of subordination and duties distinct from the corporate mandate. Calling the president an “employee” in a group chart does not by itself create that contract.

The statutory choices should be made before the filing rather than improvised after the company receives its registration extract. A foreign founder can use the French company formation and foreign founders hub for the wider choices between a SAS, a société à responsabilité limitée (SARL, private limited liability company), a branch and a subsidiary. For a remote SAS, the statutes should in particular identify the president’s exact role, define the signature process, provide a reliable address for notices, and avoid a contradiction between the French-language corporate documents and the foreign group’s board resolutions.

There are also eligibility checks that have nothing to do with nationality. The proposed president must be an eligible individual or legal person, and a management ban, bankruptcy restriction or criminal disqualification can prevent the appointment. Service Public’s official explanation of the appointment of a company director describes the principal conditions and the different forms of management. A founder should therefore obtain a current identity document, a signed declaration of non-conviction and parentage where required, and evidence that the appointing decision was properly adopted.

Finally, the Kbis must be understood correctly. It proves that the company exists and records the president or other registered officers. It does not prove that the president has the right to enter France, work in France, receive a French salary, or become a French tax resident. Those questions are assessed separately. A bank, investor or commercial partner may ask for the Kbis as corporate evidence, but an immigration authority or the French social-security administration may require a different set of documents.

B. Do you need a French address, visa or work permit to run the company from abroad?

A French SAS must have a registered office in France. That requirement concerns the company, not necessarily the personal home of its president. The company may use premises, a commercial lease, an authorised domiciliation address or another lawful registered-office arrangement. The evidence must show that the company can receive official correspondence at that address. A foreign president can manage the company from abroad while the SAS keeps its registered office in France.

The official Service Public guidance on foreigners setting up a company in France draws the key distinction: a foreigner may create a company without residing in France, but a person who wants to settle in France or carry out the activity there effectively must have the immigration status authorising that activity. In practical terms, a non-resident founder who joins board calls, signs documents electronically and gives instructions from the country where they live is not in the same position as a founder who works every week from a French office and performs the company’s day-to-day operations there.

A short business visit must also be separated from habitual work. A visit to sign a deed, meet advisers or attend a shareholder meeting is not automatically the same as taking up an ongoing professional activity in France. The exact permission depends on nationality, the purpose and duration of the stay, the activity performed and the applicable bilateral or European rules. A Schengen visitor visa, where one is required, should never be treated as a general work authorisation.

For a third-country national who will actually relocate to France to lead a group company, Article L. 421-19 of the Code of Entry and Stay of Foreigners and the Right of Asylum (CESEDA, the French immigration code) provides the framework for a multi-year “Talent” residence card for certain corporate officers or employees transferred within a group. That route can be useful when its conditions are met, but it is not a universal requirement for a non-resident foreign president. The correct permit must be selected from the actual plan: remote corporate mandate, relocation, intra-group transfer, salaried technical work or another regulated activity.

There is a second distinction between a corporate mandate and salaried work. Article L. 5221-5 of the Labour Code concerns the prior authorisation required for a foreigner to perform salaried professional activity in France. It is relevant if the founder signs a genuine French employment contract or carries out duties that fall within salaried work. It should not be quoted as if it automatically prohibited every corporate mandate held by a person living overseas. Conversely, the corporate title should not be used to disguise a full-time salaried role in France.

The filing dossier should make the distinction intelligible. A non-resident president commonly needs an identity document, a statement of nationality and personal address, the appointment decision, the signed acceptance of office, a declaration of non-conviction and the documents for the registered office. Where the founder is represented by a lawyer or filing agent, the power of attorney should identify the precise formalities authorised. Foreign civil-status or corporate documents may require a sworn French translation, an apostille or legalisation, depending on the issuing country and the applicable convention.

Article R. 123-54 of the Commercial Code is particularly useful when checking the information to be declared about directors and presidents. The filing may include the person’s name, date and place of birth, personal address, nationality and the way in which the person binds the company. A mismatch between the passport, the appointment resolution, the French filing form and the translation is a common reason for a request for correction.

The filing now passes through the French formalities one-stop shop operated by the Institut national de la propriété industrielle (INPI, the French intellectual-property institute), which centralises company formalities and feeds the Registre national des entreprises (RNE, National Business Register). The relevant INPI information should be checked for the current electronic procedure and document format. After the filing is accepted, the company is registered in the RNE and, where applicable, the RCS. The registry clerk’s office, known in French as the greffe, can still request a correction or additional evidence. The BODACC, the Bulletin officiel des annonces civiles et commerciales (Official Bulletin of Civil and Commercial Announcements), may publish the statutory notices associated with the company.

The most useful practical rule is to keep three folders separate. The first is the corporate file: statutes, appointment decisions, powers of attorney, registered-office evidence and the Kbis. The second is the immigration file: passport, visa or residence-card analysis, proof of the intended activity and travel plan. The third is the payroll and tax file: remuneration resolution, social-security position, tax-residence certificate, treaty analysis and, where relevant, an A1 certificate. Mixing these folders makes a Kbis appear to answer questions that it cannot answer.

II. What happens to payroll, social security and tax when the president lives abroad?

A. When does a French SAS president pay URSSAF and French payroll contributions?

The social-security answer normally turns on the legal form, the office held, the existence and amount of remuneration, the place where the activity is performed and any international coordination rule. Nationality alone does not decide the result. Article L. 311-2 of the Social Security Code sets the general basis for compulsory affiliation to the French general scheme, while Article L. 311-3, 23° of the same Code expressly includes presidents and directors of SAS and société d’exercice libéral par actions simplifiée companies among the persons covered in the relevant circumstances.

A president who receives remuneration for the SAS mandate is generally treated as an assimilated employee for French social protection. This is a social-security category, not an assertion that the president has an employment contract under the Labour Code. The company calculates the contributions, makes the required declarations and pays the relevant amounts to the Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales (URSSAF, the French collection network for social-security contributions and family benefits). The president generally receives net remuneration after the applicable deductions.

The official Service Public summary for an SAS president describes the assimilated-employee regime and its important limit: the mandate does not create unemployment insurance in the way an ordinary employment contract does. A founder who needs unemployment protection must analyse whether a separate employment contract is legally real and insurable; paying a monthly amount under the label “salary” is not enough.

Remuneration must be treated as remuneration when it is made available, even if the founder later changes the description. In a decision of 25 April 2013, the French Cour de cassation, Second Civil Chamber, no. 12-19.144, held that « Dès leur versement, les sommes mises à la disposition du dirigeant de la société par le conseil d’administration » enter the social-contribution base. The official decision no. 12-19.144 is a useful warning against treating advances, provisional payments or later reimbursements as automatically outside the contribution base. The accounting entry, the board resolution, the payment date and the later repayment must all tell the same story.

If the president receives no remuneration for the corporate mandate, the contribution calculation can be different because there is no mandate remuneration on which ordinary payroll contributions can be calculated. That does not erase other obligations. The company may still have filing, accounting and tax duties, and a separate employment contract or another paid activity can trigger a different analysis. Directors’ fees, benefits in kind, expense reimbursements and payments from another group company should be reviewed rather than placed in a single undifferentiated “salary” line.

Dividends are also not a substitute for the social-security analysis. A dividend is normally a distribution linked to shares and approved under the company’s accounts and distribution rules. It is not automatically remuneration for the president’s work. Conversely, a recurring payment described as a dividend but calculated for management work can raise reclassification, tax and contribution issues. The remuneration decision should identify the corporate mandate, the period, the gross amount or calculation method, the payment frequency and the approval body.

The cross-border question is where a remote founder needs care. If the president lives and works in another European Union country, the European coordination rules may assign the applicable social-security legislation according to the actual activity and the person’s situations. An A1 certificate is the official evidence used in many temporary or multi-state situations to show which system applies. It should be obtained from the competent institution where the rules require it; it is not a document that the French company can create by itself.

For a founder living outside the European Union, the result depends on the country, the location of the work and any bilateral social-security agreement with France. If the activity is actually carried out in France, French affiliation is a serious possibility. If the founder performs all work abroad, the foreign system may be relevant, but the French company still needs a documented conclusion and a compliant way to report and pay any French liability. A corporate resolution saying “the president works remotely” is evidence of intention, not conclusive proof of the place of work.

The SARL comparison helps explain why the legal form matters. A minority manager of a société à responsabilité limitée (SARL, private limited liability company) falls under a specific statutory regime. In its decision of 24 June 2021, Second Civil Chamber, no. 20-11.723, the Cour de cassation stated that « la seule qualité de gérant minoritaire d’une société à responsabilité limitée rend obligatoire l’affiliation aux assurances sociales du régime général ». The official decision no. 20-11.723 shows why a founder should not copy a SAS president’s analysis into a SARL without checking the office and shareholding position.

The French tax analysis is separate from social security. Under Article 4 B of the General Tax Code (CGI, Code général des impôts), French tax residence can follow the household, principal stay, professional activity or centre of economic interests, subject to the applicable tax treaty. A non-resident president can therefore have French-source remuneration without being French tax resident, but the facts and the treaty must be checked together.

Article 182 A of the General Tax Code provides the domestic framework for withholding on certain French-source salaries paid to non-residents. The actual withholding, rate, annual return and treaty relief depend on the nature of the remuneration and the agreement between France and the country of residence. A tax-residence certificate, the foreign tax number, the days worked in each country and the payment source should be kept with the payroll file.

The president’s remuneration can also interact with the French payroll tax. In a decision of 21 January 2016, Conseil d’État, eighth and third chambers combined, no. 388989, the court described corporate officers as persons who, « sans avoir la qualité de salarié au sens du droit du travail, sont au nombre des personnes dont les rémunérations sont soumises » to the salary tax framework in the relevant circumstances. The official decision no. 388989 illustrates the importance of not equating “not an employee under labour law” with “outside every payroll tax.”

For a majority manager of a SARL, Article 62 of the General Tax Code provides a specific income-tax framework. It is not a rule for every SAS president, but it is a useful reminder that changing from SAS to SARL changes the treatment of management remuneration. The board, accountant and adviser should identify the legal form first, then the office, then the payment, then the country where the work is carried out.

B. What documents and filing sequence should a foreign founder prepare?

A reliable remote-incorporation file can be built in a fixed sequence. The sequence is designed to prevent the most common error: filing a company first and only afterwards discovering that the president’s proposed activity, remuneration or travel pattern is inconsistent with the documents.

1. Define the mandate. Write a short internal note stating whether the founder will only hold the SAS president mandate, will receive mandate remuneration, will sign a separate employment contract, will provide technical services through another company, or will combine several roles. Identify who will make operational decisions and where the work will physically take place. This note is not a substitute for legal advice, but it prevents the corporate, employment and tax descriptions from diverging.
2. Choose the structure and governance rules. Confirm why an SAS or SASU is appropriate rather than a SARL, branch or subsidiary. Draft the statutes with the president’s appointment method, removal process, signature rules, shareholder reserved matters and any DG role. If a foreign legal person is to be president, identify its representative and collect its corporate registry extract, statutes and board resolution in a form accepted for the French filing.
3. Secure the French registered office. Obtain the lease, domiciliation contract, proof of premises or other document that authorises the company to use the address. The registered office must be a real legal address for notices and records. Keep it distinct from the president’s foreign personal address. A French office is required for the company; it does not automatically mean that the president resides or works in France.
4. Prepare identity and authority evidence. Assemble the passport or identity card, full birth details, nationality, foreign personal address, declaration of non-conviction and the signed acceptance of office. Add the shareholders’ decision, power of attorney and, if relevant, the documents for the foreign parent. Use a sworn translation where required. Check that names, accents, dates, addresses and passport numbers are identical in every document.
5. Check immigration before fixing the work pattern. If the founder will remain abroad and manage remotely, document the country of residence and the expected travel. If the founder will relocate, work daily from France or combine the corporate mandate with a French employment contract, obtain a specific immigration analysis. Check the relevant CESEDA route and any work authorisation requirement before the first working day, not after a visa or residence-card refusal.
6. File through the INPI one-stop shop. Submit the incorporation and officer information through the current formalities process. The filing should identify the president, the registered office, the beneficial-owner information and the company’s activity consistently. Keep the submission receipt, the requests for correction and every version of a replacement document. A response to the greffe should be sent within the requested period and should not silently change the identity or role of the president.
7. Verify the RNE, RCS and Kbis. Once the file is accepted, compare the Kbis and registry data with the approved statutes and appointment decision. Check the spelling of the president’s name, the legal form, the registered office, the activity and the representation. If a filing error appears, correct the registry record promptly. Do not use a Kbis with an old president’s name to open a bank account or sign a major contract.
8. Open the bank and accounting files. Give the bank the Kbis, statutes, shareholder identity evidence, beneficial-owner information and the reason for the foreign president’s remote role. The bank may ask for a French contact, a source-of-funds file or additional tax forms. Those requests are compliance checks, not proof that French law requires the president to live in France. Keep the company’s money separate from the founder’s personal account.
9. Set the remuneration decision before the first payment. Adopt a written resolution stating whether the president is paid, how the gross amount is determined, who approves changes and which expenses are reimbursed. If there is no remuneration, record that decision as well. The payroll provider should receive the mandate documents, foreign address, tax residence, country of work and any social-security certificate before processing the first payment.
10. Document the international social-security position. Establish whether French affiliation, a foreign scheme, an EU coordination rule, an A1 certificate or a bilateral agreement applies. Revisit the answer when the founder moves, spends more time in France, changes the payment method or takes a second role. Record the conclusion and its sources. A “zero payroll” decision should not be allowed to hide a regular payment, benefit or expense arrangement.
11. Review tax residence and withholding. Obtain a tax-residence certificate where possible, identify the country where the services are physically performed, check the France–country treaty and assess French withholding. Keep a calendar of travel and workdays. The SAS’s corporation-tax and VAT obligations are company-level matters; they do not answer the president’s personal tax-residence question.
12. Create an annual compliance calendar. Track accounts approval, filing of annual accounts where required, tax returns, VAT filings, payroll declarations, URSSAF payments, changes of president or address, beneficial-owner updates and the renewal of residence or social-security documents. The BODACC notice, RNE record, RCS extract and internal corporate minutes should remain consistent as the company grows.

Four red flags justify stopping the filing and correcting the plan. The first is a president’s foreign address paired with a French employment contract but no immigration or social-security analysis. The second is a monthly “salary” paid without a remuneration decision or payroll record. The third is an officer’s name that differs across the passport, translation, statutes and INPI filing. The fourth is a remote-management plan that says all work occurs abroad while emails, office access, travel records and client meetings show regular work in France.

The evidence should also be proportionate to the risk. A founder who stays abroad, receives no remuneration and visits France occasionally needs a different file from a founder who relocates to Paris, signs customer contracts daily and draws a monthly management payment. The same Kbis may appear in both files, but the Kbis is only one piece of evidence. The social-security and tax conclusions must follow the real facts, not the label used in the incorporation form.

Before the first invoice or payroll run, the company should be able to answer five questions in writing: who is the president; where does the president actually work; what is the legal basis for every payment; which country’s social-security system applies; and which country can tax the remuneration under domestic law and treaty rules. If those answers are clear, the non-resident structure is usually manageable. If they conflict, the risk is not solved by adding a French address or ordering a new Kbis.

Conclusion

A non-resident foreigner can generally be appointed president of a French SAS without moving to France. French company law focuses on the appointment, the statutes, the registered office and the identity information filed with the registry. Immigration law focuses on whether the person settles in France or performs an activity there. Social-security law focuses on the office, remuneration, place of work and coordination rules. Tax law adds residence, source and treaty questions. These are related questions, but none can safely be replaced by the Kbis.

The sound approach is to decide the governance model first, document the registered office and the president’s identity, file consistent evidence through INPI, then settle the remuneration, social-security and tax position before money changes hands. A remote founder should update the analysis when the work pattern or residence changes. That sequence protects the company, its bank relationship and the founder’s personal position while leaving room for the international business to grow.

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