A founder can create and control a French simplified joint-stock company (société par actions simplifiée, or SAS) without moving to France. The harder question arrives when the founder wants to be appointed president and receive regular remuneration while continuing to live abroad. The answer cannot be reduced to the location of the company’s registered office. Three separate questions must be documented: what authority the president exercises, which country’s social-security legislation applies, and which country may tax the remuneration. A French company may have a non-resident president, but the payment route, payroll evidence and treaty analysis must match the founder’s actual work pattern.

This guide addresses a founder who lives outside France and wants to run, or continue running, a French SAS. It distinguishes mandate remuneration from dividends, French social-security affiliation from tax residence, and domestic rules from European or treaty coordination. It also explains the evidence to prepare before the first payment: corporate minutes, residence documents, social-coverage evidence, payroll instructions, withholding analysis and the company’s monthly declarations. For the broader choice between an SAS and a SARL, see our comparison of French SAS and SARL structures for foreign founders and the firm’s French company formation and corporate law service.

I. Can a non-resident foreign founder be president of a French SAS?

A. What does the French SAS mandate mean for a founder living abroad?

The president of an SAS is the company’s statutory representative. Article L. 227-6 of the French Commercial Code states: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” In English, the company acts toward third parties through a president appointed under the articles of association. The same provision gives the president broad power to act for the company within the corporate purpose, subject to the statutory limits that govern the company’s internal organisation. The official text is available on Légifrance, Commercial Code Article L. 227-6.

The provision concerns the president’s corporate power. It does not say that the president must live in France, hold French nationality or perform every management act from French territory. A foreign founder can therefore be appointed while remaining resident in the United Kingdom, the United States, Canada, Singapore, the United Arab Emirates or another country, subject to the company’s articles, any sector-specific rule and the person’s immigration or work-authorisation position if the person physically works in France. The corporate appointment and the right to enter or work in France are different files. A founder who never travels to France should not describe the arrangement as a French employment position merely because the SAS is registered in Paris or Lyon. Conversely, a founder who regularly manages the business from France should not rely on foreign residence on paper to avoid examining French rules.

The appointment should be recorded with enough precision to support the later payroll and tax analysis. The articles or the shareholders’ decision should identify the president, the duration of the mandate, the power to bind the company, the method for setting remuneration and the body authorised to approve changes. If the founder is also a shareholder, the documents should separate the founder’s voting rights from the president’s management mandate. If the company has several shareholders, the decision should also address conflicts of interest, reserved matters, signing limits and the records that must be retained.

The president’s mandate is not automatically an employment contract. A separate employment contract may exist for technical or operational duties only when there are duties distinct from the corporate mandate and a genuine relationship of subordination. A founder who signs as president, decides strategy, hires senior staff and controls the company will usually find it difficult to prove that the same work was performed under an employment relationship controlled by the company. The label placed on the document is less important than the actual work, authority and reporting line. The payroll provider and the lawyer preparing the file should receive a factual description of the founder’s weekly activities, decision rights, place of work and travel pattern.

The corporate file should also be aligned with the public register. The Kbis is the official extract showing a company’s registration details in the French Trade and Companies Register. The greffe is the registry office attached to the competent commercial court. A president appointed from abroad may need a passport or identity document, address evidence and, depending on the filing, translations or formalities for foreign documents. The INPI Guichet unique is the online portal through which company formation and modification formalities are submitted. These registration requirements prove the appointment; they do not, by themselves, decide the country of social insurance or taxation.

A founder should not confuse the registered office with the president’s place of activity. The registered office is the company’s legal address. The place from which the president actually negotiates contracts, directs employees, visits customers, signs documents and performs the mandate can be elsewhere. That distinction matters for social-security coordination, source taxation, permanent-establishment analysis, payroll records and, in some cases, immigration. A board minute stating that the president lives abroad is useful, but it cannot contradict travel records, meeting records, business emails and the company’s operational reality.

The first practical decision is therefore not “French salary or foreign salary?” It is “what did the founder agree to do, where will those duties be performed, and under what corporate authority?” Once those facts are fixed, the company can determine whether it must operate French payroll, whether another country’s social system remains competent, and how the remuneration should be reported.

B. When does French social security apply to a non-resident president?

French law places the president of an SAS within the general social-security regime when the relevant French affiliation rules apply. Article L. 311-3, 23° of the Social Security Code expressly lists: “Les présidents et dirigeants des sociétés par actions simplifiées et des sociétés d’exercice libéral par actions simplifiées.” The current provision is published on Légifrance, Social Security Code Article L. 311-3. This status is commonly described as assimilé salarié, meaning employee-equivalent for social protection purposes. It does not make the president an employee for every purpose and does not create unemployment insurance merely because French payroll contributions are paid.

Article L. 311-2 states the broad general-regime principle and refers to people working “quelle que soit leur nationalité”. Nationality is therefore not the decisive test. The key questions are whether the French social-security legislation is the applicable legislation and whether the president receives income for the mandate. The official text is available at Légifrance, Social Security Code Article L. 311-2. A founder living abroad should treat nationality, residence and social-insurance affiliation as three separate facts.

French social-security analysis also depends on remuneration. Where the president is paid for the mandate, the company must normally analyse the amount as activity income and organise the related declarations. Article L. 242-1 provides that social-security contributions for people covered by Articles L. 311-2 and L. 311-3 “sont assises sur les revenus d’activité”. The official version is available at Légifrance, Social Security Code Article L. 242-1. Article L. 136-1-1 extends the contribution base to sums connected with work or a mandate, including “du travail, d’une activité ou de l’exercice d’un mandat”. The text is available at Légifrance, Social Security Code Article L. 136-1-1.

Those provisions do not mean that a French company must ignore international coordination. If the president performs the work in another country, the company must identify the instrument that determines the applicable social legislation. For a person working within the European Union, the European Economic Area or Switzerland, Regulation (EC) No 883/2004 starts from the rule that a person is “subject to the legislation of a single Member State only”. The official consolidated regulation is available on EUR-Lex, Regulation (EC) No 883/2004. The place of activity, residence, employer and pattern of work must be assessed under the relevant rules. A posting or temporary activity may be supported by an A1 certificate; work performed in two or more states may require a different analysis rather than a simple posting assumption.

For a country outside the European coordination system, the company should check whether France has a bilateral social-security agreement with that country and whether the agreement covers the person’s category of work. The agreement may determine which state is competent, whether a certificate of coverage is required and whether an exemption from French contributions is available. The absence of an agreement does not turn the file into a choice made by the founder. It increases the need for a written analysis, because the company may otherwise make an incorrect assumption about double contributions or fail to register for French obligations.

The place where the mandate is actually performed matters. A president who works from a home office abroad, attends board calls from abroad and travels to France only occasionally has a different factual profile from a president who spends most working weeks in France. The company should keep a calendar of workdays, travel, board meetings and material decisions. For a European founder, the calendar can help apply multi-state rules. For a non-European founder, it can support the treaty and domestic-law analysis and show why the payroll treatment was selected.

In Cour de cassation, Second Civil Chamber, 1 February 2024, no. 21-25.175, the Court reiterated that “les présidents et dirigeants des sociétés par actions simplifiées” fall within the compulsory general-regime affiliation rule under Article L. 311-3, 23°. The case also illustrates why the title alone should not be used to classify every person connected with an SAS: the Court examined the person’s actual management role. For a non-resident founder, the file should therefore establish both the corporate mandate and the actual location and substance of the work.

There are four common patterns:

• No mandate remuneration and genuine founder activity. The president receives no fee for the mandate. Dividends may later be distributed if the company has distributable profits and follows the proper approval procedure. The absence of a salary does not eliminate the need to analyse benefits, expense reimbursements, director loans or other payments.
• French payroll remuneration. The president performs the mandate in France, or French law is otherwise the applicable social legislation. The company usually needs a payroll process, payslips, social contributions and a Déclaration sociale nominative, or DSN. The DSN is the monthly social declaration sent by employers; the relevant timetable depends on the workforce size.
• Foreign social coverage under a coordination rule. The founder remains affiliated in another country under an EU coordination rule, a posting certificate or a bilateral agreement. The company should retain the A1 or certificate of coverage before paying, and should explain the scope and expiry date to the payroll provider.
• Mixed work in France and abroad without a completed analysis. This is the risk pattern. Paying a foreign account, issuing a foreign payslip or describing the founder as a consultant does not prove that French obligations are absent. The company should stop the payment design and document the applicable legislation before the first regular payment.

The French authority URSSAF, whose name refers to the organisations collecting social-security contributions, may ask for contracts, minutes, payslips, work-location information and evidence supporting an exemption. The company should not wait for an audit to discover that the founder’s foreign address was the only document in the file.

II. How should the remuneration, payroll and tax position be organised?

A. How should mandate remuneration, dividends and tax residence be separated?

The president’s remuneration is payment for the corporate mandate. It can be fixed, variable, paid monthly or adjusted by a shareholders’ decision, provided the articles and corporate approvals are respected. The company should record the gross amount, payment frequency, start date, expense policy and authority approving changes. A clean minute should state whether the payment is for the president’s mandate, for a separate employment contract, reimbursement of a documented expense or distribution of profits. Mixing the labels creates uncertainty for French payroll, withholding tax, social contributions and the founder’s home-country reporting.

The French tax rules treat an SAS as comparable to a société anonyme for the relevant corporate-tax provisions. Article 1655 quinquies of the General Tax Code states: “Pour l’application du présent code et de ses annexes, la société par actions simplifiée est assimilée à une société anonyme.” The official text is available at Légifrance, General Tax Code Article 1655 quinquies. This classification helps place the president’s remuneration and distributions in the correct tax framework; it does not answer the separate question of where the founder is tax-resident.

Tax residence is determined by facts and by the applicable treaty. Under Article 4 B of the General Tax Code, France may look at the home, the main place of stay, professional activity or centre of economic interests. The official wording includes “leur foyer ou le lieu de leur séjour principal” and is available at Légifrance, General Tax Code Article 4 B. A non-resident declaration on a company form is not enough if the founder’s family, home, working time and financial interests point elsewhere or to France. A tax treaty may replace the domestic tie-breaker with its own tests, normally involving a permanent home, centre of vital interests, habitual abode and nationality.

The company must also analyse the source of the income. Article 164 B of the General Tax Code refers to “Les revenus tirés d’activités professionnelles, salariées ou non, exercées en France”. The official text is available at Légifrance, General Tax Code Article 164 B. The practical issue is not simply that the paying company is French. The company should identify where the president’s activity is exercised, what work is performed during French visits, whether the remuneration is linked to a French office or business and what the relevant treaty says about directors’ fees and employment income.

For a person who is not tax-resident in France, French-source salary can trigger a withholding mechanism. Article 182 A of the General Tax Code provides that qualifying French-source salaries paid to a person not fiscally domiciled in France “donnent lieu à l’application d’une retenue à la source”. The official section is available at Légifrance, General Tax Code Article 182 A. The company should classify the payment and apply the current thresholds and rates, while checking whether a treaty allocates the taxing right differently or requires a certificate. A payroll provider should not apply a generic resident tax table merely because the president has a French SIREN-linked mandate.

The Court of Appeal of Bordeaux considered this type of issue in CAA Bordeaux, Fifth Chamber, 10 July 2020, no. 18BX01348. The decision concerned the tax treatment and withholding analysis for a president of a French SAS living outside France. Its value for a founder is methodological: residence, source and the physical place of activity must be examined together, and the facts cannot be replaced by a single address or a bank account. The case should not be read as a blanket exemption for every non-resident president. The company should preserve the relevant treaty, residence certificate, work-location facts and calculation supporting its treatment.

Dividends are different from mandate remuneration. A dividend is a distribution of available profit approved by the competent corporate body after the accounts and distributable amount have been determined. It should not be used as an informal substitute for a regular fee where the founder is providing continuous management work. The distinction also matters because Service Public explains that an SAS president can receive mandate remuneration and dividends, and that dividends are not treated as remuneration for the same social-contribution purpose. The official practical explanation is available on Service Public, taxation of the SAS and its president.

Dividends paid to a non-resident may trigger French withholding tax under Article 119 bis of the General Tax Code, subject to domestic exemptions and treaty relief. The text is available at Légifrance, General Tax Code Article 119 bis. A French subsidiary paying a foreign parent may also require a separate parent-subsidiary and beneficial-ownership analysis. The company should request the recipient’s tax residence certificate and beneficial-owner information before applying a reduced treaty rate. A reduced rate is not automatic merely because the shareholder is incorporated outside France.

Expense reimbursements and benefits need their own evidence. Article 80 ter of the General Tax Code addresses certain amounts and benefits paid to company directors and states that they are “soumis à l’impôt sur le revenu” in the circumstances covered by the provision. The official text is available at Légifrance, General Tax Code Article 80 ter. The company should retain invoices, business purpose, dates, participants and approval. A personal apartment, car, insurance payment or school fee should not be coded as a business expense without examining whether it is a taxable benefit, a salary component, a distribution or an improper corporate payment.

The president’s tax and social position can therefore be mapped as follows:

Payment or status	Question to answer	Evidence to keep
Mandate remuneration	Which state taxes it and which social system applies?	Corporate approval, mandate terms, payslips, work-location calendar, residence and treaty analysis.
Dividend	Was there distributable profit and does withholding relief apply?	Annual accounts, shareholder resolution, ownership register, tax residence certificate and payment record.
Expense reimbursement	Is the amount a documented business expense or a personal benefit?	Invoice, business purpose, approval, travel record and accounting entry.
Foreign social coverage	Does EU coordination or a bilateral agreement keep the founder in another system?	A1 or certificate of coverage, validity period, country of activity and payroll instruction.

The purpose of this table is not to replace a treaty review. It is a control against treating every transfer from the SAS to the founder as the same kind of income.

B. What documents and declarations should be prepared before the first payment?

The company should build the evidence file before agreeing the net amount. Starting with a desired net transfer and asking a payroll provider to reverse-engineer it often hides the key decisions: gross remuneration, French withholding, social contributions, foreign payroll, exchange costs and whether a treaty certificate is available. The first instruction should instead state the expected gross mandate remuneration, the period covered, the work locations, the founder’s tax residence and the intended social-coverage position.

The corporate layer should contain the following documents:

1. The current articles of association and the shareholders’ or sole shareholder’s decision appointing the president.
2. A separate decision approving the remuneration, its start date, frequency, variable component and expense policy. If the articles reserve this power for a particular body, the decision should follow that rule.
3. A factual mandate description: strategy, contracting, hiring, banking authority, board work, customer meetings, travel and the place from which the work is performed.
4. Any separate employment contract, consultancy agreement or service agreement, with a clear explanation of the distinct duties and reporting relationship.
5. The updated Kbis and the INPI filing receipt if the appointment or address has been changed. The Kbis proves the public registration but is not proof of tax residence or social coverage.

The personal and cross-border layer should contain a copy of the founder’s identity document, foreign address evidence, tax residence certificate, country of social insurance, any A1 certificate or bilateral certificate of coverage, and a travel or workday calendar. The file should record the certificate’s issue date, expiry date and the activity it covers. If the founder works in several states, a single certificate obtained for a different activity may not answer the question for the SAS mandate.

The tax layer should record the countries in which the founder has a home, family or economic interests, the relevant treaty, the article governing directors’ fees or employment income, and the reason the company considers the remuneration French-source or foreign-source. If French withholding applies, the file should state the tax base, rate, period and return or payment process. If treaty relief is claimed, the company should keep the residence certificate and the documents supporting beneficial ownership and entitlement to relief. The founder should also confirm the reporting required in the home country; French treatment does not prevent a second-country filing.

The payroll layer should state whether the president is registered with the French general regime or whether a documented foreign coverage position is being applied. If French payroll is required, the company should identify the payroll provider, obtain the employer and employee information needed for the DSN, issue a payslip for each period and reconcile the payment with the accounting ledger. Service Public explains that the DSN is filed monthly, with a deadline that can differ according to the employer’s headcount; the official service is described at Service Public, monthly social declaration (DSN). The company should not use a director-fee invoice simply to avoid the payroll question.

The INPI and URSSAF routes should also be distinguished. INPI’s guidance on competent authorities explains that a foreign business without an establishment may fall within different filing or collection channels depending on whether it has an employee in France. The official guidance is available at INPI, authorities competent for business formalities. Registration of the SAS or its president at the Guichet unique does not automatically enrol a non-resident founder in every French social scheme. Conversely, the absence of a French establishment for the founder personally does not establish that no French payroll obligation exists.

The company should run a payment simulation before signing the remuneration decision. The simulation should show gross mandate remuneration, employer social cost if French payroll applies, employee deductions, French withholding, foreign payroll or tax if relevant, payment currency, bank charges and the founder’s expected net amount. An official URSSAF simulator can help estimate a French SASU-style payroll, but it is a budgeting tool rather than a cross-border legal opinion. Its use does not remove the need to determine the applicable legislation and treaty.

The first-payment workflow should be chronological:

1. Describe the facts. Record residence, nationality, tax residence, countries of work, expected French workdays, travel and actual management functions.
2. Approve the mandate terms. Sign or adopt the appointment and remuneration decision, and separate any employment or service arrangement.
3. Determine social legislation. Check EU rules, an A1 certificate, a bilateral agreement or the French general regime. Do this before the first regular payment.
4. Determine tax source and treaty position. Review Articles 4 B, 164 B and 182 A of the General Tax Code together with the relevant treaty and residence certificate.
5. Set up payroll or the documented exemption. Give the provider the corporate, identity, residence and coverage documents, and define the DSN or foreign-reporting route.
6. Pay and reconcile. Use the approved gross amount, issue the correct payslip or payment record, pay withholding and contributions on time, and reconcile the bank transfer to the accounting entry.
7. Review after a factual change. Reassess the position if the founder moves to France, spends substantially more time in France, hires a French team, opens a local office, changes the mandate or begins a second activity.

The company should also check whether the president’s activities create a separate corporate-tax or permanent-establishment risk for a foreign shareholder or group company. A founder who habitually concludes contracts in France for a foreign parent may create questions distinct from the SAS president’s own remuneration. The corporate group should keep intercompany agreements, signing authority and actual decision records consistent. The purpose is not to make the file longer for its own sake; it is to make each legal relationship traceable.

If a French authority later asks why French contributions were not paid, the answer should be supported by a certificate, a treaty analysis and factual records—not by the fact that the founder was paid from a non-French bank account. If the authority asks why French withholding was applied, the company should be able to show the classification, calculation and source analysis. If the home-country authority asks why the founder reported the amount differently, the same file should show the treaty and the period covered. Cross-border consistency is the main risk-control objective.

The company should keep the documents with its accounting and corporate records for the applicable retention period, protect personal data and restrict access to people who need it. The founder should receive copies of the corporate decision, payslips, certificates and annual tax statements. A later investor, bank, acquirer or auditor may ask why the president’s remuneration was paid through a particular route. A complete file protects both the founder and the SAS.

Conclusion

A non-resident foreign founder can in principle be appointed president of a French SAS and can receive remuneration, but the French company’s address does not answer every cross-border question. The company must separate corporate authority, social-security affiliation and tax residence. It should then identify the place where the mandate is actually performed, apply any EU coordination rule or bilateral agreement, classify mandate remuneration separately from dividends and expenses, and document the tax source and treaty position before the first payment.

The safest file contains an approved mandate and remuneration decision, a factual work-location description, identity and residence evidence, an A1 or certificate of coverage where relevant, the applicable treaty analysis, payroll or withholding instructions, DSN records if French payroll applies, and a reconciliation between each payment and its legal classification. The founder’s nationality, foreign bank account and non-French home address can support the analysis, but none of them replaces it. Any move to France, major increase in French workdays, new employment contract or change in group responsibilities should trigger a fresh review.