A foreign founder can be the president of a French SAS, or société par actions simplifiée (simplified joint-stock company), without moving to France and without drawing a salary from the company. That decision is often made during the first months of trading, when cash is being preserved for product development, hiring or market entry. It does not, however, make dividends a substitute for social-security coverage. The answer depends on three separate questions: whether the corporate office is remunerated, whether a payment is genuinely a dividend, and which country’s social-security legislation applies to the founder’s actual work. A foreign address, a foreign passport or a foreign tax residence does not answer those questions by itself.

This article focuses on the practical case of a foreign founder who is president of a French SAS and receives no remuneration for the corporate office, but may later receive dividends or already be insured in another country. It explains the URSSAF position, where URSSAF means the French network of bodies collecting social-security and family-benefit contributions, the evidence to prepare, and the limits of an A1 certificate. The key distinction is simple: a zero salary can mean no French payroll contributions for the office during the relevant period, while dividends remain investment income and do not create social-insurance rights. Cross-border coverage requires a separate applicable-law determination.

The analysis is based on the current French Social Security Code, the French Commercial Code, official Service Public and Urssaf guidance, the European coordination regulations and the published decisions identified below. It is not a general exemption for all foreign founders. The company should record the decision, preserve the factual evidence and revisit the analysis before the first payment, a change of residence, a new activity or a move from dividend-only funding to a salary.

I. French SAS president with no salary: do dividends trigger URSSAF contributions?

A. Does a zero salary mean zero URSSAF contributions?

The starting point is the corporate office, not the nationality of the founder. Under Article L. 227-6 of the French Commercial Code, the company is represented towards third parties by a president appointed under the articles of association, and that president has extensive powers to act for the company within its corporate purpose. The office is therefore a real legal function even if the founder lives in London, Dubai, New York or Singapore.

The French social-security classification is equally important. Article L. 311-3, 23° of the Social Security Code places presidents and directors of SAS companies within the categories attached to the general system. The general rule in Article L. 311-2 of the Social Security Code is broad: affiliation does not depend on nationality, the amount of remuneration or the label given to the relationship. The status is often described in English as “assimilated employee”. That expression means that the president is treated like an employee for French social-security purposes when the legal conditions for contributions are met; it does not turn the corporate office into an employment contract under French labour law.

The critical qualification is remuneration. The official English Service Public explanation of the SAS regime states that “The functions of President may be free of charge or remunerated.” A corporate decision that fixes no remuneration for the president is therefore legally possible. If the president receives no salary, no fee, no benefit in kind and no disguised payment for the office during a period, there is normally no salary base on which the company can calculate ordinary employer and employee contributions for that office during that period. This is not the same as saying that the company or the person is outside the French social-security system for every other activity.

Article L. 242-1 of the Social Security Code connects the contributions due for persons covered by Articles L. 311-2 and L. 311-3 to activity income used to determine the contribution base. The present question is therefore evidential: what was paid, for what reason, during what period? A board resolution saying “the president is unpaid” is useful, but it is only one item. The accounts, bank statements, expense ledger, agreements with related companies and payroll records must tell the same story.

A foreign founder should prepare a dated corporate file containing at least:

• the articles of association identifying the president and the clause or decision governing remuneration;
• the shareholders’ or competent corporate body’s decision confirming that the office is unpaid, with the effective date and the period covered;
• the French company’s payroll declarations showing no remuneration for the president, if no payroll is due;
• bank statements showing that no recurring personal payment was made under another description;
• the expense policy, receipts and approvals for business expenses, kept separate from personal withdrawals;
• any employment or self-employed activity carried on by the founder outside France, including the country, employer, place of work and insurance institution; and
• a short written explanation of how the company is managed, where the work is physically carried out and why no salary is paid at that stage.

The last point matters for a non-resident founder. A French registered office, a Kbis (the official extract identifying a company in the Commercial and Companies Register), a French bank account or a French company number proves that the company exists. None of those documents proves where the president personally performs the work or which social-security legislation applies to a separate foreign activity. The evidence must describe reality rather than repeat the company’s registered address.

The recent decision of the Cour de cassation, Second Civil Chamber, 4 June 2026, appeal no. 23-20.189, is a useful warning about the distinction between status and assessment. The Court recalled that amounts paid to SAS presidents and directors can be subject to ordinary social-security contributions, and it accepted the reintegration of amounts paid under a management arrangement when they remunerated the presidential functions. The decision does not say that every dividend paid to a shareholder-president is a salary. It says that a company cannot hide remuneration for the corporate office behind an invoice, a management agreement or an intermediary when the facts show that the payment rewards the president’s functions.

That distinction should guide the first-year bookkeeping. If the founder works actively but is unpaid, the company should not create a monthly “consulting” invoice from the founder’s foreign company for tasks that are actually the French SAS presidency. If the foreign company performs a genuinely separate service, the agreement should identify the service, deliverables, price, conflicts procedure and evidence of performance. Related-party arrangements require their own corporate and tax analysis; they should never be used simply to create cash for the founder while avoiding a review of the French mandate.

There is also no automatic minimum contribution simply because a president is appointed. The absence of a salary and the absence of a payment for the office are different from an under-declared salary. The first may be lawful; the second exposes the company to a correction. In practical terms, the company should decide the remuneration policy before the first payment, not after an Urssaf query. If a salary is later approved, the change should have a clear effective date, a corporate decision, a payslip and the corresponding declarations.

The Cour de cassation, Second Civil Chamber, 26 September 2024, appeal no. 22-17.950, also illustrates why the payroll record matters. In that case, the Court explained that contributions are generally calculated on the gross amount of sums and benefits included in the contribution base, before the employee’s share is withheld. Although the dispute concerned a French company officer in a different corporate form, the operational lesson applies to a later SAS payroll: decide whether a payment is remuneration, record the gross basis correctly, withhold the employee share when required and retain the calculations.

B. Why dividends do not replace social protection

Dividends answer a different legal question. They are a distribution of profits to a shareholder, not payment for the president’s corporate office. Article L. 232-11 of the Commercial Code defines the distributable profit by reference to the financial year, prior losses, mandatory or statutory reserves and retained earnings. It also protects the company’s capital and non-distributable reserves. A profitable French SAS cannot distribute cash merely because the founder needs personal income; it must first have distributable amounts and comply with the corporate approval process.

Article L. 232-12 of the Commercial Code provides that, after approval of the annual accounts and confirmation that distributable sums exist, the general meeting determines the amount allocated to shareholders as dividends. An advance dividend requires the statutory conditions and an appropriate interim balance sheet. A payment made in breach of those rules can be a fictitious dividend. For a foreign founder, the board minutes, annual accounts, shareholder register, bank transfer and tax reporting should therefore identify the payment as a distribution, not as a substitute salary.

For French social-security purposes, the difference is decisive. The official Service Public page on SAS taxation explains that dividends received in an SAS are not treated as the president’s salary base and that a shareholder who receives only dividends does not build social protection through that payment. The result can be financially attractive in the short term, but it comes with a real trade-off. A dividend does not create French pension quarters, daily sickness benefits or ordinary salary-based coverage merely because the recipient is the president. It also does not create unemployment insurance rights for the mandate.

The tax treatment must be kept separate from the URSSAF question. Dividends may be subject to income tax and social levies applicable to investment income, depending on the recipient’s tax residence, the tax treaty, the nature of the distribution and the rules in force when it is paid. Those levies are not the same as payroll contributions on a salary. Article L. 136-6 of the Social Security Code addresses contributions on certain capital and investment income, while Article L. 136-1-1 addresses the activity-income base, including amounts due in connection with work or a corporate function. The company should not use the phrase “no social charges” without specifying which base and which country are being discussed.

The same separation prevents a common error: treating a dividend as proof that the president was unpaid, while the company also paid personal expenses, settled a personal credit card, granted an interest-free advance or paid a related foreign entity for the founder’s management work. The label on the bank transfer is not decisive. A recurring payment for work may be remuneration even if the accounting entry says “advance”, “shareholder loan” or “dividend”. Conversely, a properly approved distribution made after accounts approval is not a salary merely because the recipient is also president.

The company should use a three-column payment map before making any transfer:

• Corporate office: salary, fixed fee, variable fee, benefit in kind or payment for management work. These items require the social-security and payroll analysis.
• Shareholding: dividend or lawful repayment of a shareholder current account. These items require the corporate distribution, tax and evidence analysis.
• Business expenses: documented costs incurred for the company. These are not automatically remuneration, but unsupported personal expenses can be reclassified.

That map is particularly important where the foreign founder controls the French SAS alone. A sole shareholder can adopt decisions without a negotiation with other investors, but the absence of an opposing shareholder does not remove the need for minutes or distributable profit. The company should record the decision in its decisions register, preserve the calculation and use a bank transfer that matches the approved amount. If the founder is paid from several companies, the file should identify each mandate and the work performed for each company.

A dividend-only model can also create a personal protection gap. A founder living outside France may already be covered by an employer, a self-employed scheme or private insurance in the country where the work is actually carried out. That coverage must be verified separately. Private health insurance is not automatically a certificate that displaces a compulsory social-security system. An overseas tax registration is not automatically an A1 certificate. A French company’s dividend resolution proves a distribution; it does not prove the applicable social-security legislation.

The decision of the Cour de cassation, Second Civil Chamber, 6 June 2024, appeal no. 21-23.396, is relevant for that cross-border caution even though it concerned remuneration of a president of a French company’s supervisory body rather than a dividend from an SAS. The Court discussed the European principle that a person covered by the coordination rules is subject to one social-security legislation only. It also examined whether a French charge created a second contribution where the officer was affiliated in Belgium. The lesson for an SAS founder is not that a foreign affiliation automatically removes French contributions. The lesson is that the company must establish the applicable legislation and keep the evidence supporting that conclusion.

A compliant decision therefore looks like this: the corporate minutes state that the office is unpaid from a specified date; the accounts show no disguised remuneration; any later dividend is approved only from distributable sums; the founder’s foreign activity and insurance are documented; and the company has an answer ready if URSSAF asks why no payroll was filed. That is materially stronger than a bare “zero salary” sentence.

II. A1 certificates, foreign coverage and the French company’s evidence file

A. A1 certificates, applicable law and proof for a president insured abroad

An A1 is a portable certificate identifying the social-security legislation applicable to a worker under European coordination rules. It is not a general foreign-founder exemption and it does not decide income tax, corporation tax, immigration status or the validity of the SAS mandate. The first question is whether the European rules apply: broadly, the European Union, the European Economic Area (EEA, meaning the EU states plus Iceland, Liechtenstein and Norway), Switzerland and, in the relevant coordination context, the United Kingdom. Other countries may be connected to France by a bilateral social-security agreement, but the document and conditions are different.

Article 11 of Regulation (EC) No 883/2004 states: “Persons to whom this Regulation applies shall be subject to the legislation of a single Member State only.” The same provision generally connects a person’s legislation to the State where the employed or self-employed activity is pursued, subject to the special rules in the regulation. The wording does not allow a founder to choose the cheapest country by private contract. It requires a factual classification of the activity and the relevant connecting factors.

Article 13 of Regulation No 883/2004 can matter when the founder pursues activities in two or more Member States. The analysis may involve the place of residence, whether a substantial part of the activity is carried out there, the location of employers and the nature of the activities. A founder who is employed full-time by a German company and only holds an unpaid French corporate office may not present the same facts as a founder who manages the French SAS every day from France while invoicing another company abroad. The company should not copy an A1 obtained for one activity into a different factual situation.

Article 16 of Regulation (EC) No 987/2009 sets the procedure for the multi-State situation. It says: “A person who pursues activities in two or more Member States shall inform the institution designated by the competent authority of the Member State of residence thereof.” The designated institution makes an initial determination, informs the institutions in the other States and can seek agreement where the facts are uncertain. The A1 is the result or evidence of the applicable-law process; it is not a self-issued letter prepared by the French company.

The Urssaf International Mobility Service explains that an A1 may be relevant for the EEA, Switzerland and the United Kingdom, while bilateral certificates apply to countries that have a social-security agreement with France. It also indicates that the competent institution examines the professional situation and that complex cases may require review. A foreign founder should therefore identify the institution competent in the country of residence or current coverage before asking the French company’s accountant to stop payroll. A certificate issued by the foreign institution is normally the evidence that the French company should preserve when foreign legislation has been determined to apply.

The French legislation adds its own evidence requirement. Article L. 114-15-1 of the Social Security Code requires workers active in France while covered by another State’s social-security legislation, or the employer or its representative, to keep the document concerning applicable legislation available for inspection. The article provides for a penalty if the document is not produced, subject to the statutory protection where proof of the application is followed by production of the certificate within the specified period. The practical message is clear: an A1 request receipt is not the same as the final certificate, and the file should contain both when the procedure is still pending.

The certificate must also match the person and the activity. Check the exact name, identification number, period, activity classification, State whose legislation applies and whether the document covers employment, self-employment or both. A certificate for an employee posted by a foreign employer may not cover a separate French corporate office. A certificate for a founder’s foreign self-employed activity may not cover services performed as president of the French SAS. If the founder’s role changes, ask the competent institution whether a new determination is required.

The European principle does not mean that an A1 automatically defeats every French claim. The document may be challenged or its scope may be questioned if the facts were incomplete, the activity was misdescribed or the person was not genuinely subject to the issuing State’s legislation. The French company should not promise an “exemption” in the articles of association. It should record that payroll treatment is conditional on the applicable-law determination and should have a contingency calculation if the answer changes.

There is a second boundary for founders based outside the European coordination area. A Canadian, American, Indian, Moroccan or other founder may fall under a bilateral agreement, French legislation or the legislation of the place of activity, depending on the agreement and facts. The A1 form is principally an EU/EEA/Swiss/UK coordination document. A private insurance certificate, tax residence certificate or national identity document cannot replace the applicable document. The correct route is to identify the bilateral instrument, contact the competent institution and ask for written confirmation before treating the founder as outside French payroll.

For the French company, the decision tree should be written in plain English:

1. Is the president receiving any remuneration, benefit or payment for management work from the French SAS or a related entity?
2. Where does the president physically perform the corporate work, and does the founder carry on another employed or self-employed activity?
3. Which country’s legislation has been determined to apply, under European rules or a bilateral agreement?
4. What document proves that determination, for what period and for which activity?
5. What payroll and reporting treatment will apply if the certificate expires or the factual situation changes?

This approach avoids a common category error. Residence is a fact used in the coordination analysis; it is not a universal exemption. Nationality is usually irrelevant to the French classification; it is not a substitute for an applicable-law certificate. Dividends are a shareholder return; they are not a social-security contribution. The company’s registered office is a corporate fact; it is not proof of the president’s personal workplace.

B. Payroll, corrections and the evidence file for the French company

Once the legal classification is complete, the company must implement it consistently. If the president is unpaid and no foreign certificate is needed because there is no remuneration and no competing activity requiring coordination, the company should still preserve the unpaid mandate decision and the supporting accounts. If the president is later paid, the company should activate payroll before the first payment, obtain the appropriate social-security identifiers and use the monthly DSN, meaning déclaration sociale nominative (the French nominative social declaration used for payroll reporting), through its payroll provider or accountant.

If foreign legislation applies to a remunerated activity, the company should not simply delete the French salary line. It should keep the corporate decision, the applicable-law determination, the A1 or bilateral certificate, the correspondence with the competent institutions and a written explanation of how the activity is allocated. The payroll provider needs a clear instruction about whether the French company remains responsible for a declaration, whether a foreign employer is involved and which amounts are within the certificate’s scope. A short technical note signed by the accountant can prevent inconsistent treatment between the ledger, the payslip and the social declaration.

The French company should also distinguish the president’s corporate remuneration from a separate employment contract. A president may in some cases hold an employment contract for technical duties distinct from the corporate office, but the contract needs real work and a genuine relationship of subordination. Calling all founder activity “employment” or “consulting” without examining the powers under Article L. 227-6 creates a reclassification risk. The file should identify which decisions belong to the mandate, which deliverables belong to a separate contract and where each activity is performed.

Article L. 243-1 of the Social Security Code states that the employee contribution is withheld from the insured person’s remuneration at each pay. That rule matters once the French company has a salary to process. A salary cannot be paid as a net amount with an after-the-fact estimate of contributions. The payroll record should show the gross remuneration, the employee deductions, the employer contributions and the date on which the income is attributed. If the company has failed to withhold or report a payment, obtain advice before making a voluntary correction; the correction should be consistent across payroll, accounts, tax reporting and corporate records.

The Court’s decision of 26 September 2024, appeal no. 22-17.950, reinforces that gross-basis principle. The decision concerned a different officer and a social-security reassessment, but it explains why the starting point is the gross amount of a sum or benefit included in the contribution base. The decision of 4 June 2026, appeal no. 23-20.189, adds a second operational point: in a reassessment dispute, the court may examine whether an amount paid under a management arrangement remunerated the SAS president’s functions. A foreign founder’s invoice should therefore never be the only document supporting a no-payroll position.

A useful evidence index can be kept in the company’s compliance folder:

• Corporate status: articles of association, appointment decision, current Kbis and any amendment affecting the president or remuneration.
• Remuneration: unpaid or paid mandate decision, payslips, payroll journal, bank transfers, benefits, expense claims and related-party agreements.
• Activity map: a month-by-month calendar showing where the founder worked, for which entity, on what tasks and under which contract or office.
• Foreign coverage: employer confirmation, foreign insurance record, applicable-law determination, A1 or bilateral certificate, application receipt and expiry date.
• Distribution: approved annual accounts, calculation of distributable profit, shareholders’ decision, dividend statement and payment proof.
• Change control: a reminder before a certificate expires, the founder moves country, a new foreign company is formed, the French SAS begins paying a salary or the work pattern changes.

The file should be understandable to an auditor who does not know the founder. Avoid an unexplained bundle of documents in different languages. Add an English index, a short factual chronology, translations of decisive passages and the name of the institution that issued each certificate. Keep the original document, not only a screenshot or an email. If the certificate is digital, preserve the verification page or validation reference and record when it was checked.

When URSSAF asks questions, answer the question that was actually asked. If the request concerns a missing salary declaration, send the corporate decision, payroll report and bank evidence. If it concerns foreign coverage, send the applicable-law document and the factual activity map. If it concerns a related-party invoice, send the agreement, deliverables, approval and proof of payment. Do not answer a social-security question with an income-tax residence certificate alone. Do not answer an assessment question with the fact that the founder is not French.

Where a mistake has already occurred, preserve the evidence before changing the accounting. Identify the first date of the error, every payment affected, the legal classification that should have applied and the institutions that need to receive a correction. A correction that changes the corporate minutes but leaves the bank transfers untouched can create a new inconsistency. If a dividend was paid without sufficient distributable profit, the issue is not solved by relabelling it as salary; it may require corporate, tax and social-security remedial work. If a salary was paid but omitted from payroll, the company should quantify the gross basis, deductions, employer cost, interest and any reporting penalty with its accountant and counsel.

Foreign founders should also plan for a change from unpaid to paid status. The decision can be made when the company has recurring revenue, when the founder needs French pension coverage, when an investor requires a formal management package or when a cross-border employer relationship ends. The change should be prospective where possible, with a resolution stating the start date and amount, a payroll setup completed before payment and an updated applicable-law analysis. A later dividend can remain a dividend if it satisfies the Commercial Code; it should not be used to reverse-engineer a salary for earlier months.

Finally, keep the commercial objective in view. A French SAS is a legal platform for doing business in France, not a device for making the founder’s personal social-security position disappear. A carefully documented unpaid office may be appropriate during the launch phase. A dividend distribution may be appropriate after accounts approval. A foreign coverage certificate may prevent duplicate contributions when European or bilateral coordination rules genuinely apply. Each result depends on facts, documents and timing. Founders who want to build the company’s broader incorporation and compliance plan can consult the firm’s French company incorporation and corporate law page, while the specific remuneration and social-security file should be reviewed before the first payment.

Conclusion

A foreign founder who is president of a French SAS may hold the office without a salary. In that situation, the absence of remuneration can mean that no ordinary French payroll contributions arise for the office during the unpaid period. Dividends do not normally trigger the president’s payroll contributions, but they are distributions of shareholder profit, not remuneration and not a way to create social-security rights. They must be approved from distributable sums and recorded as distributions.

The cross-border question is separate. If the founder performs work in another country or already belongs to another compulsory social-security system, the company must determine the applicable legislation under Regulation No 883/2004, Regulation No 987/2009 or a bilateral agreement. An A1 certificate or equivalent document must match the person, activity and period. A foreign residence, foreign insurance policy or French Kbis is not enough on its own.

The defensible file is therefore chronological: corporate decision, payment map, activity map, applicable-law determination, certificate, payroll treatment, dividend approval and review date. Revisit it whenever the founder moves, begins a new activity, signs a related-party agreement, receives the first salary or lets an A1 expire. That process gives the French company a clear response to URSSAF and gives the founder a realistic view of the protection being created—or not created—by each payment.

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