When a foreign shareholder dies while holding shares in a French company, the business does not automatically become ownerless and the family does not automatically acquire an unrestricted right to sign for the company. Three questions must be kept separate from the first day: who inherits the shares, whether the articles of association require approval before an heir becomes a shareholder, and who may exercise voting or management powers while the file is being assembled. A death abroad adds a fourth issue: the company must be able to rely on foreign civil-status and succession documents that are authentic, translated and legally usable in France.
The practical answer depends mainly on the legal form. A société à responsabilité limitée (SARL), the French private limited company, follows a detailed statutory framework for transmission on death and for a refusal of approval. A société par actions simplifiée (SAS), the flexible French simplified joint-stock company, requires a close reading of its articles, share-transfer restrictions and decision-making rules. A foreign heir should therefore avoid sending only a death certificate or a will to the French manager and asking for an immediate change to the shareholder register.
This guide sets out an operational route for the estate, the surviving shareholders and the company: establish the applicable succession law, prove the heirship, read the articles, preserve the company’s ability to operate, resolve an approval or valuation dispute, and update the French registers. It also identifies the points at which a notary, a French corporate lawyer or the competent court should be involved.
For the wider steps involved in incorporating and managing a French company with foreign stakeholders, see our French company formation and corporate structuring service. This article addresses the narrower emergency that arises after the death of a shareholder.
I. What happens first when a foreign shareholder dies in a French company?
A. Which law identifies the heirs and which law governs the shares?
The first mistake is to treat the deceased person’s nationality as the answer. Nationality may be relevant, but it is not a universal rule allocating the shares. Under Article 720 of the French Civil Code, “Les successions s’ouvrent par la mort, au dernier domicile du défunt.” In English, the succession opens on death at the deceased’s last domicile. That establishes the moment from which the estate must be analysed; it does not, by itself, decide which national law governs every asset.
For a cross-border succession within the scope of Regulation (EU) No 650/2012, the connecting factor is normally the deceased’s habitual residence at the time of death. Article 21 of that regulation provides for the law of the State of habitual residence, subject to the regulation’s exceptions. Article 22 allows a person to choose the law of the State of his or her nationality in a valid professio juris, meaning a choice of succession law. The choice must be checked in the will or another instrument and must be legally effective under the regulation. The regulation is not a shortcut around French company law: its Article 23 describes succession matters such as the transfer of assets, rights and obligations to beneficiaries, while Article 1(2)(h) excludes “questions relating to company law”, including clauses in articles of association that determine the fate of shares on the death of a member. The official text is available on EUR-Lex, Regulation (EU) No 650/2012.
This produces a two-layer analysis. The applicable succession law answers questions such as whether the surviving spouse, children, a named legatee or another person receives the shares, in what proportions, and whether an election or renunciation affects the result. French company law and the company’s articles then answer a different question: can that person be recorded as a shareholder immediately, or must an approval mechanism, a continuation clause, a buyout or a court application be completed first?
French law gives the heirs an important starting position. Article L. 223-13 of the French Commercial Code states that SARL shares are freely transmitted by succession, while allowing the articles to require a spouse, heir, ascendant or descendant to obtain approval before becoming a shareholder. The statutory text uses the words “librement transmissibles par voie de succession” and then introduces the approval possibility. The rule is therefore not “foreign heirs are excluded”; it is “the articles and the statutory procedure decide whether the heir can enter the company as a shareholder.”
The company must also distinguish share ownership from the authority to run the business. The death of a shareholder is not automatically the death of the manager, president or legal representative. If the deceased also held an office, that office must be checked separately against the articles, the appointment decision, the company’s filings and any rule governing the end of the mandate. The surviving officers should keep ordinary operations running within their authority, preserve records and avoid treating the estate’s uncertainty as permission to distribute assets or rewrite the cap table informally.
A foreign shareholder may have owned the French shares through another company. In that case, the first death may concern an individual who controlled the foreign corporate shareholder, not the shareholder of record in France. The French company must not replace the corporate shareholder merely because its ultimate owner died. It must identify whether the French shareholder remains the same legal entity, whether that entity has a new authorised representative, and whether the foreign company’s own law requires a succession, board resolution, probate document or registry update. This distinction prevents an estate from being entered twice or an unauthorised individual from voting in the name of a company.
There may also be several heirs. The shares can be held in an estate indivision, meaning joint ownership pending partition. One heir cannot simply act as if he or she owns every share. Article 1844 of the Civil Code states: “Tout associé a le droit de participer aux décisions collectives.” It also provides that co-owners of an undivided share are represented by a single mandatary, chosen from among the co-owners or outside them, and that a disagreement can lead to judicial appointment. The articles may contain valid adaptations, but they should be checked before a meeting is convened.
The immediate objective is therefore not to “transfer the shares” in the same way as a sale. It is to freeze an inaccurate assumption, identify the legal owner or estate, secure a common representative where needed, and follow the company-specific procedure. A written notice to the manager should state the date of death, the identity of the deceased, the provisional contact for the estate, the request for the articles and shareholder records, and the intention to provide the heirship documents. It should reserve rights without asserting that an unverified person already has authority to vote or sign.
B. Which documents must heirs send to the company and the greffe?
The company will normally need a document chain rather than a single attachment. The French word greffe means the registry office attached to a court; for a commercial company, it is commonly the office connected with the commercial court. The Registre du commerce et des sociétés (RCS) is the French Trade and Companies Register. The Kbis is the official extract showing key registered information about a business, such as its identity, registered office and officers. None of these extracts proves the full succession by itself.
The first document is an official death certificate or death record. If it was issued outside France, its acceptability depends on the issuing country, the relevant treaty or European rule, and the type of document. The company should check whether an apostille, legalisation, a certified French translation or a fresh civil-status copy is required. An English-language scan may be useful for an initial alert but may not be sufficient for a notary, the registry, a bank or a court. The family should preserve the original, the certified translation and the evidence of authentication together, with consistent spellings of names and dates.
The second document proves who inherits. Under Article 730-1 of the Civil Code, “La preuve de la qualité d’héritier peut résulter d’un acte de notoriété dressé par un notaire.” An acte de notoriété is a French notarial deed identifying the persons called to the succession. The same article says the deed must refer to the death record and the supporting civil-status documents, and it may address testamentary gifts relevant to the devolution. For an estate administered abroad, the equivalent may be a probate order, certificate of inheritance, grant, affidavit or succession certificate, but its effect in France must be assessed rather than assumed.
The third document proves the governing succession arrangement. The file may include the will, codicils, a marriage or civil-partnership certificate, evidence of divorce, birth certificates, adoption documents, a renunciation or acceptance, a European Certificate of Succession where the regulation makes it available, and a document identifying the estate representative. A will alone may not answer whether it is the last will, whether it is valid in form, whether forced-heirship rights apply, or whether the named beneficiary has accepted the shares. The French company should ask the notary or estate counsel to state the conclusion clearly: who is entitled to the French shares, in what proportions, and who may act for the indivision.
The fourth document proves authority to communicate and sign. If the heirs are represented by a lawyer, notary, executor or agent, the power of attorney should identify the estate, the company, the shares and the acts authorised. If a foreign company is the registered shareholder, provide the corporate extract, the resolution appointing the representative, a certificate of incumbency or equivalent and the authority under the company’s governing law. A French manager should not rely on an email from a relative who has not shown that he or she is an heir or authorised representative.
The fifth group concerns the shares themselves. Gather the articles of association and every amendment, the latest Kbis, the shareholder ledger or share-account records, certificates of ownership if they exist, prior transfer deeds, any shareholders’ agreement, a pledge or security document, and the last approved accounts or valuation material. In a SARL, the relevant record concerns parts sociales, or private company shares. In an SAS, it concerns shares recorded in the company’s share-account system and the transfer register. The articles may contain a death-specific clause that does not appear in a short Kbis.
The sixth group concerns the company’s continuity. Identify the current manager or president, the bank mandates, the accounting firm, the payroll and tax contacts, material contracts, signature rights and upcoming deadlines. If the deceased was the only director or held a blocking percentage, the company should document how urgent decisions will be made. If an emergency meeting is required, the notice should go to every person whose status is sufficiently established, the estate representative and any other person required by the articles. A defective meeting can create a second dispute on top of the succession.
Keep a document matrix with four columns: document requested, person responsible, authentication or translation needed, and date supplied. This is particularly important when family members are in different countries and a local registry asks for a document that the foreign probate court does not usually issue. The matrix gives the French notary, the company and the estate a common list. It also helps show that a delay comes from a missing legal document rather than from an unexplained refusal by the surviving shareholders.
Do not send sensitive identity documents through an unprotected chain of informal emails if a secure portal or professional channel is available. The company can request only documents relevant to the shareholding, authority and compliance file, but it should retain enough evidence to explain why it accepted one representative and not another. The same identity checks should be used before changing a bank mandate, approving a related-party agreement or paying a buyout price.
II. How can heirs enter, exit or unblock the French company?
A. What is the SARL approval and valuation procedure?
For a SARL, begin with the articles and then map the statutory sequence. Article L. 223-13 permits the articles to state that a spouse, heir, ascendant or descendant cannot become a shareholder until approved under Article L. 223-14. The clause must respect the statutory maximum time and voting threshold. The text also permits a continuation of the company with the heir, only with surviving shareholders, or with another person identified in the articles or, where authorised, in testamentary provisions. If the company continues with only the surviving shareholders or approval is refused, the heir is entitled to the value of the deceased shareholder’s rights.
The notice must be precise. It should identify the death, the shareholding, the person or persons asking to be recognised, the documents supporting the request and the approval sought. If there are several heirs, it should identify the common representative or explain that a judicial appointment is being requested. A letter that merely says “the family is taking over” may not give the company the information needed to start the statutory timetable. Conversely, a company should not manufacture an indefinite information request when the legal identity of the heir and the shares are already sufficiently established.
Article L. 223-14 of the Commercial Code sets the relevant SARL approval framework. It requires the consent of the majority of shareholders representing at least half of the shares, unless the articles require a stronger majority. It also provides that, when the company has more than one shareholder, the transfer project is notified to the company and each shareholder, and that silence for three months from the last required notification makes consent to the transfer deemed acquired. A death-specific clause is read through Article L. 223-13, so the exact starting point and notices must be documented rather than guessed.
If approval is refused, the legal consequence is not that the heirs lose the value of the shares. Article L. 223-14 provides that the shareholders must, within three months from the refusal, acquire or arrange for the acquisition of the shares at a price determined under Article 1843-4 of the Civil Code, unless the transferring party abandons the transfer. The company bears the expert costs. At the manager’s request, a court can extend that period, but the extension cannot exceed six months. The company can also, with the transferring party’s consent, reduce its capital by the nominal value of the shares and buy them at the determined price; a court may grant a payment period of up to two years on justification.
For an inherited shareholding, do not call this an ordinary commercial sale without checking the death clause. Article L. 223-13 links refusal of approval to the third and fourth paragraphs of Article L. 223-14 and fixes valuation at the date of death. The reference to Article 1843-4 of the Civil Code is decisive: “la valeur de ces droits est déterminée, en cas de contestation, par un expert désigné”. The expert is appointed by the parties or, without agreement, by the president of the competent judicial or commercial court, ruling under the accelerated procedure on the merits and without appeal. The expert must apply valuation rules in the articles or a binding agreement when those rules exist.
The valuation date is not a detail that can be postponed until the family and the survivors agree. Article L. 223-13 sends the parties back to the value on the day of death. That requires a defensible financial snapshot: the most recent accounts, management accounts near the death, cash, debt, tax exposures, contingent liabilities, contracts, intellectual property, customer concentration and any extraordinary event known at that date. A later business recovery or collapse may affect negotiations, but it should not silently replace the legally relevant date. The valuation instructions to the expert should identify the date, the share percentage, any control or minority issue, and the articles or shareholders’ agreement that may affect value.
The Supreme Court has recently clarified the strategic consequences. In Commercial Chamber, 24 January 2024, no. 21-25.416, the Cour de cassation held that an heir who asked to be approved can, “à tout moment”, renounce that request and demand repayment of the deceased person’s rights, even after an expert has fixed the price. The court linked Articles L. 223-13 and L. 223-14 of the Commercial Code with Article 1843-4 of the Civil Code. This is a precise decision, not a general option to ignore the articles: the heir must be within the statutory approval and buyout framework, and the effect depends on the procedural history.
A second useful reference is Commercial Chamber, 5 February 1991, no. 89-16.844. The Cour de cassation enforced the articles’ requirement that heirs obtain approval before entering the company. The lesson remains practical: the family cannot replace a death-specific clause with an assumption that inheritance automatically creates unrestricted shareholder status. The company also cannot replace the clause with a private veto. Both sides must use the written articles and the statutory timetable.
The Supreme Court’s later decision, Commercial Chamber, 3 May 2018, no. 15-20.851, concerns the timing of deemed approval after a refusal and an extended buyout period. Its published summary states that deemed approval of the heir is not retroactive: the heir becomes a shareholder at the relevant expiry of the period, not automatically from the date of death in every approval scenario. That point should guide meeting notices, dividend treatment, voting lists and the preparation of a revised share register. It also shows why a manager should calculate every notification and extension date in writing.
Three outcomes should be separated in the file. First, the heir is approved and becomes the shareholder under the applicable rules. Second, approval is refused but the shares are acquired by survivors, a third party or the company through a capital reduction, and the heir receives the value. Third, the statutory solution is not completed in time and the statutory deemed-approval consequence may apply. The parties should never mix an offer to buy, a refusal of approval and a supposed deemed approval in one vague email. Each outcome has a different effect on voting, dividends, the share register, the accounts and the company’s future governance.
If there is disagreement about the price, the dispute should be framed for the expert. A useful instruction identifies the exact valuation date and the information that was reasonably available then. It also records whether the expert must apply a formula in the articles, a shareholders’ agreement or another binding instrument. A party who simply submits an inflated number without accounts, debt evidence or comparable transactions makes the valuation harder to defend. A party who withholds corporate records may invite a court application for access, an expert measure or a representative.
During the process, the estate should avoid unauthorised voting and the surviving shareholders should avoid stripping value from the company before the heir’s status is resolved. Ordinary management may continue through the valid manager. Extraordinary decisions, asset sales, distributions, related-party arrangements or a change in control should be reviewed against the articles, the voting rights actually established and the risk of later challenge. If the company cannot convene a valid meeting, a shareholder can seek a judicially appointed mandatary in the circumstances provided by the code and the articles.
B. What changes in a SAS and how do you secure voting and filings?
A SAS has no SARL-style one-size-fits-all answer for a shareholder’s death. Its articles have broad importance: they determine the bodies that decide, the form of consultation, the approval process, any pre-emption or forced-transfer mechanism, and the consequences of a breach. The starting point is Article L. 227-14 of the Commercial Code, which states: “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” The next article, Article L. 227-15, provides: “Toute cession effectuée en violation des clauses statutaires est nulle.”
Those provisions must be applied to the wording actually used in the articles and to the legal character of the transmission. The word “cession” is not automatically identical to a succession transmission. Some articles contain a specific death clause; some regulate transfers to a person outside the existing shareholder group; others provide a continuation or buyout mechanism. The company should therefore identify the clause, its triggering event, the decision-maker, the notice requirements, the vote, the response period and the remedy before announcing that an heir is either accepted or excluded.
Article L. 228-23 of the Commercial Code, which concerns shares in a company whose shares are not admitted to trading on a regulated market, expressly says that an approval clause is set aside in case of succession. The same provision also says that a transfer made in breach of an approval clause is null. It is a useful warning against copying a SARL clause into an SAS memo, but it is not a substitute for analysing the special SAS provisions and the articles. The exact company form, the nature of the clause, the type of shares and the relevant transfer must be checked before relying on the exception.
The succession document still matters in a SAS. The company should obtain the death record, the act of notoriété or equivalent foreign evidence, the will or succession certificate where relevant, and proof of the common representative if the shares are undivided. If the articles require approval, the representative should make a clear request or state that the estate is seeking a buyout, not leave the company to infer the desired outcome. If the heirs disagree, the single-mandatary rule in Article 1844 of the Civil Code can become the practical key to a valid shareholder consultation.
Voting must be secured in stages. Before the estate is documented, the president should not allow an unverified relative to vote simply because that person has sent a passport. Once the legal capacity to act for the estate is established, the company should apply the articles and the statutory rules consistently. If the shares are in indivision, a common mandatary should be recorded. If there is a usufruct and bare ownership split, both the usufructuary and the bare owner have participation rights under Article 1844, subject to its voting allocation and any valid statutory adaptation. A meeting notice should name the capacity in which each person receives it.
If the deceased was also president, the board or shareholders must check the appointment and replacement mechanism immediately. The estate does not automatically become president merely by inheriting shares. Conversely, the company must not use the death of a president as an excuse to appoint a new representative without following the articles and the required decision. Banks, key customers and public administrations may require a current Kbis, but the Kbis update follows a valid corporate decision; it does not cure a defective decision.
After the ownership and governance decision is documented, update the internal records first: shareholder register, share-account records, transfer register, minutes, powers of attorney and the cap table. If the articles contain the shareholder list or capital allocation, prepare the required amendment and filing. Use the French one-stop shop managed by the Institut national de la propriété industrielle (INPI), the National Institute of Industrial Property, for the company formalities that must be filed there. INPI explains that a company change is a modification formalité and that the relevant information must be kept current; the official guide is available on INPI’s company modification page.
The beneficial-owner file must be reviewed separately. A beneficial owner is a natural person who ultimately owns or controls the company, including through a shareholding chain. Article L. 561-46 of the Monetary and Financial Code requires the company to declare the relevant beneficial-owner information through the French registration system. The identity, address, nationality and control information are not replaced merely because the deceased’s shares have been inherited; they must be recalculated. The official INPI explanation of beneficial owners describes the control tests and the filing route.
The current timing rule is important for a foreign estate. Article R. 561-55 of the Monetary and Financial Code provides that the company requests a modifying registration within thirty days after a fact or act requiring correction or completion of the declared information. The text states: “dans les trente jours suivant tout fait ou acte rendant nécessaire la rectification”. The date that triggers the filing may be the valid corporate act, the change in control or another fact depending on the configuration, so the company should ask its accountant, notary or lawyer to document the trigger. A late beneficial-owner filing can create a compliance problem even when the succession itself is valid.
A new heir does not automatically become a beneficial owner merely because the person is named in a family document. The company must apply the ownership and control test to the final shareholding. If several heirs own shares jointly, determine how control is exercised and who must be declared. If an heir sells the shares to an existing shareholder, the post-sale control picture changes again. If a foreign company remains the registered shareholder but a new individual controls that foreign company, the French filing may change without a transfer of the French shares. The corporate chain and the succession chain must be compared.
Where the estate or the survivors suspect that corporate value is being moved during the transition, preserve evidence promptly. Keep bank statements, board minutes, invoices, related-party agreements, valuation documents, email instructions and the versions of the articles. A foreign heir can request an explanation of the company’s decisions through the rights attached to a recognised shareholding, but the request should be addressed to the right legal entity and made through a documented representative. A company facing an abuse allegation should answer with records, dates and legal grounds rather than a bare assertion that the foreign heir is “not known”.
If the company is paralysed, the remedy should match the blockage. A missing president, an undivided share without a common representative, an approval dispute and a valuation disagreement are not the same emergency. The articles may provide a temporary appointment, a casting vote or a consultation mechanism. If they do not, the competent court may be asked for a mandatary or another appropriate measure, depending on the company form and the relief sought. Article 1844 recognises judicial appointment of a single mandatary when co-owners disagree; Article 1844-10 of the Civil Code also provides that a statutory clause contrary to an imperative company-law provision is deemed unwritten and limits when social decisions can be annulled. The official text is available on Article 1844-10 of the Civil Code.
The final checklist is short but demanding. Confirm the deceased’s legal shareholder identity. Confirm the governing succession law and the persons entitled. Authenticate and translate the document chain. Read every death, approval, continuation, pre-emption and dispute clause. Record a common representative if the shares are undivided. Calculate the response and buyout dates. Separate ordinary management from extraordinary decisions. Preserve a valuation at the date of death. Update the internal registers and the INPI filing. Recalculate beneficial ownership and file the modification within the applicable period. Finally, issue a written status note to the heirs, the surviving shareholders, the company’s professionals and, where necessary, the bank.
Conclusion
The death of a foreign shareholder is a cross-border succession and a corporate-governance event at the same time. The estate must prove who inherits; the French company must apply its articles and the correct statutory procedure; and both sides must preserve the company’s value while the documents, approval and valuation are completed. A foreign death certificate, a will or a family agreement is a starting document, not an automatic change to the French shareholder register.
In a SARL, Articles L. 223-13 and L. 223-14 of the Commercial Code provide a structured route through approval, refusal, buyout, deemed approval and valuation at the date of death. In a SAS, the articles must be read with Articles L. 227-14 and L. 227-15, without importing a SARL template mechanically. Article 1844 of the Civil Code supplies an important safeguard where shares are held in indivision. The company should then update its corporate and beneficial-owner records through the correct French filing route.
The safest file is chronological and evidenced: notice of death, succession-law analysis, authenticated heirship documents, article-by-article review, approval notice, meeting record, valuation instructions, payment or registration proof, and the final INPI and beneficial-owner filings. When the estate is foreign, the cost of obtaining the right translation and authority early is usually lower than defending a disputed vote, a defective buyout or a late filing after the company has already lost time.
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