A foreign founder may have a signed share transfer agreement, proof of payment, board approvals and years of emails, yet still be told that the French company does not recognise the transfer because its share transfer register was never updated. That situation is more serious than a missing administrative checkbox. In a French société par actions simplifiée (SAS), a simplified joint-stock company, the register of securities movements and the individual securities accounts are the company’s operational record of who may exercise shareholder rights. A foreign buyer therefore has to prove both the underlying transaction and the registration event that makes the transaction effective against the company.

The answer is not found on the Kbis. A Kbis is the official extract issued through the commercial court clerk’s office, or greffe; it identifies the company and its registered particulars, but it is not the SAS shareholder ledger. Nor does an INPI filing, a beneficial-owner declaration or a BODACC notice automatically replace the company’s own securities records. BODACC means the official bulletin of civil and commercial announcements. This article sets out an evidence strategy for a foreign individual or foreign company, the limits of a signed contract, and the steps to take when the president or the person holding the records refuses to correct them.

The practical objective is precise: establish the chain from the seller’s authority, through the agreement and payment, to the order of movement, the buyer’s individual account and the register entry. The same approach also protects voting, dividend, information and litigation rights while the record is being corrected. It is distinct from a general guide to buying French shares and is designed for the cross-border failure point that arises after the transfer has already been signed but the register still shows the former holder.

I. What proves that a foreign shareholder owns French SAS shares?

A. Which French records matter when a share transfer is not registered?

The first task is to identify the legal event. A transfer of existing SAS shares is different from an initial subscription at incorporation, a capital increase, a contribution in kind, an inheritance or the exercise of an option. The word “ownership” can hide several questions: whether the parties agreed on the sale, whether the seller had authority to sell, whether a statutory approval was required, whether the company received the documents, and whether the buyer was entered in the records used to identify shareholders. A convincing file answers each question separately instead of treating a bank transfer as conclusive.

For ordinary non-listed securities, Article L. 228-1 of the French Commercial Code provides the central registration rule. It states that, outside the special settlement systems mentioned in the provision, the transfer of ownership results from l’inscription des valeurs mobilières au compte de l’acheteur, meaning the entry of the securities in the buyer’s account. The provision also recognises an electronic shared-recording system in the cases covered by the law. For a closely held SAS, the relevant practical records are normally maintained by the issuing company or by a person it has authorised.

Article R. 228-8 of the French Commercial Code confirms that nominative securities registers are established by the company or by an authorised person. They may be held chronologically on paper or another durable medium, including an electronic shared-recording device. An alphabetical spreadsheet or a separate cap-table can be useful evidence, but the provision expressly says that the entries in those files cannot prove against the entries in the registers. That distinction matters when a foreign investor relies on a presentation deck, a closing table or an accounting file that the company later disowns.

The register is not required to contain an unexplained name only. Article R. 228-9 of the French Commercial Code requires indications relating to the transfer operation, including its date, the identity and domicile of the former and new holder, the number and nominal value or equivalent share information, the category of shares where relevant, and an order number. If an entry is missing, incomplete or placed under the wrong holder, the request for correction should identify each missing field rather than merely demand that the company “update the cap table”.

The date also requires care. Under Article R. 228-10 of the French Commercial Code, the registration in the buyer’s account is made on the date fixed by the parties’ agreement and notified to the issuing company. The agreement’s effective date, the date the documents were sent, the date the company entered the transfer and the date a dispute arose may therefore be different. A foreign buyer should create a dated chronology and preserve the original time-zone information in electronic messages, signature certificates and file-transfer records.

The official public guidance follows the same operational sequence. The Service-Public page on a transfer of SAS or SASU shares explains that the company records the transfer in the securities movement register and updates the individual shareholder accounts. It lists the date, the former and new holders, the number of shares, the nature of the operation and the references to the shares as relevant information. This is why a foreign buyer should ask for two confirmations: a copy or certified extract of the movement entry and an updated individual account showing the buyer’s holding.

There are at least five different documents that should not be conflated:

1. The transfer agreement. It proves the contractual bargain, the parties, the shares, the price and the agreed date, subject to its validity and any conditions precedent.
2. The order of movement. It is the instruction or document by which the company is asked to record the transfer. Its form may be governed by the statutes, a shareholders’ agreement or established company practice.
3. The movement register. It records the chronological securities operation and its identifying data.
4. The individual securities account. It shows the holding attributed to the buyer after the movement is recorded.
5. The external administrative records. Tax receipts, beneficial-owner filings, accounting entries, a Kbis or an INPI record may corroborate the transaction, but none should be treated as a substitute for the two company records.

The sixth document is the company’s statutes. They may contain an approval clause, a pre-emption mechanism, restrictions on transfers or a special procedure for signing and recording movements. Article L. 227-14 of the French Commercial Code states that the statutes may make any transfer of shares subject to the company’s prior approval. The approval resolution, notice of the proposed transfer, waiver or expiry of the approval process must therefore be placed in the evidence file. A transfer can be economically real and still face a statutory validity challenge if the required approval was bypassed.

Finally, the legal rule concerns SAS shares, not every form of French company interest. A société à responsabilité limitée (SARL), a private limited-liability company, issues “parts sociales” with a different transfer regime. A branch has no share capital of its own. A foreign parent’s direct interest in a French subsidiary must be analysed through the subsidiary’s form and its records. The first line of any demand should state the company’s exact legal form, registration number, class of shares, quantity, transaction date and record that is missing.

B. Does a signed agreement, payment or tax filing prove ownership by itself?

A signed agreement is usually the starting point, not the end of the analysis. Between the seller and buyer, it may establish consent on the shares and price. Against the SAS, the legal consequences of the transfer depend on the registration rules, the statutes and the facts showing that the company received the instruction and either failed to act or recorded the wrong person. Payment is powerful corroboration, but money can be paid under an escrow arrangement, a conditional agreement, a loan, a settlement or a failed closing. The statement should be linked to the exact transfer clause, not presented in isolation.

The general burden of proof is stated in Article 1353 of the French Civil Code: Celui qui réclame l’exécution d’une obligation doit la prouver. A foreign shareholder asking the company to recognise the holding or deliver records must present an organised factual chain. That does not mean every item has to be an original paper document. It means that each link must be identifiable, attributable and consistent with the company’s own records, the seller’s authority and the transaction’s financial and corporate consequences.

The Supreme Court’s case law illustrates why the register matters without making other evidence irrelevant. In its Commercial Chamber decision of 22 October 2002, appeal no. 98-22.772, the Cour de cassation described the entry as a rebuttable presumption: l’inscription de titres en compte sur le registre de la société constitue une présomption de propriété. The lesson is two-sided. An entry in the account gives the named holder a strong position, but a party may seek to rebut it with coherent evidence. Conversely, a missing or incorrect entry does not automatically decide every contractual question; it creates a registration and opposability problem that must be proved with the surrounding documents.

In a Commercial Chamber decision concerning a share transfer, appeal no. 22-18.436, the Cour de cassation held that a signed Cerfa form containing the necessary information could be treated as an order of movement. The short expression used in the decision is vaut ordre de mouvement. The point is not that every Cerfa form or every signed PDF automatically transfers shares. The point is that the court examined the signature, the data contained in the form, the company’s statutes and the resulting entries before deciding whether the transfer was properly registered.

A later Commercial Chamber decision, appeal no. 23-10.455, is also directly relevant to a delayed register. The Cour de cassation states that the transferee obtains shareholder status at the effective date of registration; the decision uses the wording le cessionnaire acquiert la qualité d’actionnaire à la date effective de l’inscription. It also recognises that the issuing company may incur liability if the registration date does not correspond to the date fixed by the parties. A foreign shareholder who was excluded from a vote, dividend decision or information process should therefore preserve evidence of both the agreed date and the date on which the company should have made the entry.

Do not overread the tax receipt. Article 635 of the French General Tax Code imposes registration formalities for acts concerning transfers of shares, and the official tax administration explains the one-month timetable and the applicable filing channels on its page on transfers of corporate rights. A receipt showing that a transfer was declared or registered with the tax authority supports the chronology and the parties’ treatment of the transaction. It does not, by itself, prove that the company’s securities register and individual account were corrected.

The same caution applies to beneficial ownership. A beneficial owner, or UBO, is the natural person who ultimately controls the company directly or indirectly. The INPI explanation of beneficial owners describes the declaration as a separate record integrated into the National Business Register, or RNE. It can be useful corroboration, especially where a foreign corporate shareholder’s control is documented, but a UBO declaration is not a title certificate. It answers an anti-money-laundering question; the securities register answers who is recorded as holder of the shares.

Nor should a foreign shareholder ask the greffe, the Kbis service or the BODACC to solve a private register dispute as if each were the shareholder ledger. The BODACC publishes certain official notices, including notices connected with corporate or insolvency events. The URSSAF network, whose name refers to the French body collecting social contributions, deals with social-security contributions and has no power to certify ownership of SAS shares. INPI operates the Guichet unique and the RNE, but an administrative record cannot simply replace the issuer’s chronological movement register.

The correct conclusion is therefore conditional. A signed contract, proof of payment, tax registration, UBO filing, meeting minutes and emails may prove a very strong case. The remedy still has to address the precise missing company entry, demonstrate that the order was received, deal with any approval clause, and request the legal consequence that follows from the evidence.

II. How should a foreign shareholder correct the register and protect the claim?

A. Which cross-border evidence should be collected before sending a formal demand?

A foreign shareholder should build one indexed evidence bundle before contacting the president or the company’s record-holder. The bundle should be readable by a French commercial court and by a person who did not participate in the closing. Use a neutral file name for each item, keep the original format, save a PDF copy for reading, and record the source, date, time zone and language. Do not send the only original. Where a document is in English, German, Spanish, Italian or another language, prepare a reliable French translation for the formal phase; a court may require a translation by a court-appointed or sworn translator depending on the document and the dispute.

The evidence should be mapped to the proposition it proves:

Question to prove	Useful documents	Cross-border control
Who sold and who bought?	Passport or corporate identification, signatures, foreign company extract, articles and authority documents	Check the issuing date, legalisation or apostille requirement, and a reliable French translation
What shares were transferred?	Agreement, cap table, share class, serial or reference numbers, subscription history and statutes	Reconcile numbers with the last signed individual account and the company’s capital records
Was there a real bargain?	Price clause, bank statement, escrow release, completion certificate and payment correspondence	Preserve the complete payment reference and currency conversion, not only a screenshot
Was the company instructed?	Order of movement, delivery receipt, email headers, registered letter, portal log and response	Keep original metadata and convert foreign time stamps to a stated French time-zone chronology
Was approval required?	Current statutes, shareholders’ agreement, approval request, resolution, waiver and notices	For a foreign corporate party, attach the board or shareholder resolution authorising the transaction
What damage followed?	Meeting notice, denied vote, dividend decision, information request, accounts and valuation documents	Show the practical consequence without claiming that a later administrative filing cures the entry

Authority is often the weak point in foreign transactions. If the buyer is a company incorporated outside France, obtain the foreign registry extract showing its existence and authorised representative, its constitutional documents, the board or shareholder resolution approving the acquisition, and the power of attorney given to the signatory. A “certificate of incumbency” or equivalent may be useful, but it should be tied to the law and registry practice of the company’s jurisdiction. If the seller is a foreign company, make the same checks for the seller. If a representative signed, collect the mandate, the signature specimen where available and evidence that the mandate covered the relevant share class and price.

Apostille and legalisation should not be treated as interchangeable words. An apostille is a form of authentication under the applicable treaty framework; legalisation is a different diplomatic or consular process. Whether either is required depends on the country issuing the document and the person or authority receiving it. A bank, a company or a court may ask for a recent certified extract, a formal translation or both. The demand should identify the original, the authentication status and the translation rather than attach a document whose provenance cannot be checked.

Electronic signatures can be valuable evidence when preserved correctly. Article 1366 of the French Civil Code gives electronic writing the same evidential force as paper writing when the signatory can be identified and the document is established and retained in conditions guaranteeing its integrity. Article 1367 of the Civil Code states that the signature identifies the author and manifests consent. Save the signed file, the provider’s certificate, audit trail, completion certificate, timestamp, signer email, authentication method and the version of the document presented for signature. A screen capture of a green “signed” icon is a weak substitute for the audit package.

The same principle applies to e-mail and messaging applications. Preserve the original message or export, not merely a pasted text. Keep the transmission path, attachments, delivery confirmation and subsequent reply. If a foreign founder worked through a deal room, download the access log and the version history showing who uploaded the order of movement. If an adviser uploaded the form, prove the adviser’s mandate and the moment the company could access it.

Ask the company for the documents that only it controls. The request should seek the relevant pages or electronic extract of the movement register, the buyer’s individual account, the former holder’s account, the order of movement, the date-stamped receipt, the authority of any record-keeper and the current statutes. The demand can propose redactions for unrelated shareholders. A refusal to provide the records, a statement that the register was lost, or a change of explanation should be preserved. It may later support a request for a court-ordered measure to preserve or obtain evidence.

Separate three corrective tracks. First, the securities track asks the company to enter the transfer and update the individual account. Second, the corporate-governance track protects notices, voting, dividends, information rights and minutes. Third, the administrative and tax track checks the transfer registration, beneficial-owner declaration and any corporate change that must be filed. The INPI page on modifying a company explains that a change affecting information shown on the Kbis may require a Guichet unique filing, while some matters are communicated to other authorities. That guidance is useful for the third track; it is not a route to rewrite the SAS securities register.

Before sending the demand, prepare a one-page schedule: transaction date, seller, buyer, company, shares, price, conditions, approval status, order-of-movement date, proof of receipt, expected registration date, current erroneous entry, requested correction and consequences already suffered. This schedule lets the company correct a clerical error quickly and lets counsel identify a substantive dispute before an avoidable accusation is made.

B. What is the procedure if the French company refuses to update its records?

The first formal step is a carefully documented demand to the company, addressed to the president of the SAS and, where different, the authorised person holding the records. The letter should identify the legal entity by name, registered office and registration number; describe the transfer; attach the evidence index; and state the requested entries in the register and individual accounts. Request written confirmation of the registration date, an updated account statement, a copy or extract of the movement entry, and confirmation of how future meeting notices and distributions will be handled. Send it through a channel that produces reliable proof of receipt and retain the full package exactly as sent.

Do not ask for a correction without checking the statutes first. Article L. 227-14 of the Commercial Code allows prior company approval clauses, and Article L. 227-15 provides that a transfer made in breach of statutory clauses is void. The legal question may therefore be a genuine approval dispute rather than a purely clerical omission. The file should establish whether approval was granted, waived, deemed unnecessary under the particular clause, or still pending. If the company alleges that the transfer is void, request the precise clause, decision, notice and factual basis; do not accept a general refusal that gives no reason.

If the company acknowledges the transfer but says it cannot find the register, ask for a reconstruction protocol. It should identify the last uncontested entry, the sequence of later movements, the individual accounts, the accounting ledger, the transfer forms and the person who maintained the records. A reconstructed chronological register should not silently overwrite history. The proposed correction should preserve the original date, the former holder, the new holder, the number of shares, the category and the order number required by Article R. 228-9. If the company has made a later vote or distribution using the wrong holder, ask for a written reservation of rights and a plan to correct the affected corporate documents.

If the company refuses, the available court strategy depends on the urgency, the evidence already held and the remedy sought. Where the immediate need is to preserve or obtain evidence before a full dispute is decided, Article 145 of the French Code of Civil Procedure allows legally admissible investigative measures when there is a legitimate reason to preserve or establish, before trial, proof of facts that may determine the outcome of a dispute. The provision allows an application on motion or in interim proceedings. In practice, the applicant must explain the contemplated dispute, identify the documents or technical measures sought, show why the request is useful and proportionate, and avoid turning the procedure into an unfocused fishing expedition.

A commercial dispute on the status of a shareholder, a refusal to record a transfer or the consequences of excluding the buyer from corporate decisions may then require proceedings on the merits before the competent court. The pleadings should distinguish the requested relief:

1. recognition of the transfer and the buyer’s shareholder status from the legally relevant date;
2. an order requiring the company to record the movement and update the individual accounts, if the factual and legal conditions are established;
3. delivery or preservation of the register, order of movement, accounts and related corporate records;
4. correction of decisions, notices or distributions affected by the erroneous record, where the applicable rules and evidence support it; and
5. compensation for a proven loss, such as a lost vote, withheld dividend, blocked information right or transaction consequence.

Do not describe every defective resolution as automatically void. Since 1 October 2025, Article 1844-10 of the Civil Code states that the nullity of corporate decisions is governed by the violation of a mandatory company-law rule or a general contractual ground, subject to the provision’s wording, and that a breach of the statutes is not generally a ground of nullity unless the law provides otherwise. The claim should identify the rule, the resolution, the applicant’s standing, the causal effect of the wrong shareholder record and the limitation or transitional issues that apply. A demand for register correction and a challenge to a corporate resolution are related but not identical claims.

Urgency may change the order of steps. If a shareholder vote is scheduled, a distribution is about to be paid, the company is selling its business or records may be altered, send an immediate reservation and seek procedural advice on interim relief. The request should focus on a concrete risk: preserving the register, preventing an irreversible distribution, requiring notice of a meeting subject to the status dispute, or securing access to documents. It should not ask an interim judge to decide a complex ownership dispute without the evidential foundation needed for that decision.

The tax and compliance follow-up should run in parallel, but it must be labelled correctly. Under Article 726 of the General Tax Code, the registration duty for many transfers of shares in companies that are not predominantly real-estate entities is 0.1 percent, while a different rate may apply to a predominantly real-estate company. The official impots.gouv.fr guidance also explains that a transfer recorded by an act must be registered within one month and that a transfer without an act has its own declaration route. Those formalities may create useful corroboration and tax exposure, but paying a duty does not instruct the company to change its register.

If the transaction changes the natural person who ultimately controls the company, review the beneficial-owner record through the INPI Guichet unique. If it changes a director, registered office, legal form, capital or another Kbis entry, review the required corporate filing separately. A foreign shareholder should not file a false “correction” simply because the Kbis does not name the shareholder. The Kbis and RNE tracks should reflect the information they are legally designed to publish; the securities track should be corrected by the issuer or pursuant to a court order.

There are several recurring mistakes to avoid. Do not rely on a translated summary when the signed original and audit trail are available. Do not send an apostilled corporate extract that is too old to prove the signatory’s authority on the transfer date. Do not demand that the greffe or INPI certify private share ownership. Do not treat a UBO filing as conclusive title. Do not ask for a new Kbis as if it would repair the individual share account. Do not erase the old cap table, overwrite a disputed PDF or communicate through a channel that destroys the original metadata. Do not threaten criminal allegations merely because a record is incomplete; first preserve the evidence and identify whether the problem is error, refusal, fraud, invalidity or a genuine disagreement about the contract.

A foreign corporate shareholder should also protect the parent company’s own governance record. If the parent approved the purchase, keep the board minutes, written resolutions and delegation trail in the same bundle. If the parent later appoints a new representative, obtain a fresh authority document rather than assuming that the new signatory can ratify the old transaction. If several group companies are involved, identify which entity paid, which entity was named as buyer and which entity appears in the company’s account. A mismatch can be corrected, but it should be explained before the company alleges that the wrong legal person claims the shares.

The strongest demand usually offers a proportionate solution. It can ask the company to provide the records within a reasonable period, confirm the transfer date, correct the register and individual account, issue corrected shareholder information, and reserve the buyer’s rights while any disputed approval or validity issue is examined. If the company agrees, obtain a dated written correction and an extract showing the final position. If it refuses or remains silent, the indexed bundle, delivery proof and chronology will make the next evidence or merits application more focused.

For a foreign founder deciding whether to incorporate, acquire shares or restructure a French vehicle, the broader corporate framework is explained on the firm’s French company formation and corporate law practice page. This article concerns the narrower emergency that follows when the transaction is already signed and the issuer’s register does not match the claimed ownership.

Conclusion

A foreign shareholder cannot safely treat the contract, bank transfer, tax receipt, Kbis, INPI filing or UBO declaration as interchangeable with the French SAS securities register. The best proof is a consistent chain: authority to sell and buy, a valid agreement, identified shares and price, a signed and received order of movement, the registration date fixed by the parties, and the corresponding movement-register and individual-account entries. Electronic documents can carry real evidential weight when their identity, integrity and audit trail are preserved.

When the register is blank or wrong, check approval clauses, preserve every version of the records, send a precise formal demand, and separate the securities correction from tax, beneficial-owner and Kbis formalities. If the company refuses, a focused evidence application under Article 145 of the Code of Civil Procedure and, where appropriate, proceedings on the merits can address the records, shareholder status and resulting loss. The procedural choice should follow the evidence and the immediate corporate risk, not an assumption that an administrative database will solve a private securities dispute.

Need a quick opinion on your case

If a French company refuses to recognise your shareholding, a telephone consultation within 48 hours with a lawyer from the firm can help identify the missing record, secure the cross-border evidence and choose the right response.

You can request a call at +33 6 46 60 58 22 with Maître Reda Kohen.

For a matter involving Paris or Île-de-France, send the documents through the firm’s contact form and indicate the company’s legal form, the transfer date and the record that has not been updated.