You wired 60,000 euros from London, New York or Dubai to your new French company to pay the deposit on the office, the first salaries and the accountant. Six months later you ask for part of that money back and the answers worry you. The manager says the cash is needed in the business. The bank asks where the original transfer came from before it releases a large repayment to an account abroad. Your accountant mentions a ceiling on interest and a yearly loan filing you never made. Nobody told you any of this when the money left your personal account. This guide answers the questions foreign founders actually ask once their savings sit inside a French SAS or SARL: what legal form did that transfer take, what interest your company may pay you, when you can demand the money back, what happens if the company refuses or collapses, and how you act from another country.

The French instrument at the centre of this guide is the compte courant d’associé, literally the shareholder current account. It is a loan from a shareholder to his or her own company, booked in a dedicated account in the company ledgers. Money flows from the founder to the company on day one and flows back as repayment later, with or without interest. A few acronyms will return constantly, so here they are once and for all. The SAS (société par actions simplifiée) is the flexible joint-stock company most foreign founders choose. The SARL (société à responsabilité limitée) is the limited liability company, common for small businesses. The RCS (registre du commerce et des sociétés) is the trade and companies register. The Kbis is the official extract from that register proving the company exists. The CGI (Code général des impôts) is the General Tax Code. The IS (impôt sur les sociétés) is corporate income tax. The DGFIP (Direction générale des finances publiques) is the French tax administration. The BOFiP (Bulletin officiel des finances publiques) is its published doctrine. The BODACC (Bulletin officiel des annonces civiles et commerciales) is the gazette where company filings are published. If you are still at the stage of creating the vehicle, read first our general hub on setting up a company in France as a foreign founder: bank account, Kbis, VAT and first hire, then return here for the funding mechanics. Readers hesitating between vehicles should also see SAS or SARL in France as a foreign founder, and founders whose bank already blocks transfers should read our guide on blocked banks and beneficial-owner filings.

I. Can a foreign shareholder lawfully lend money to a French SAS or SARL and charge interest?

A. What a shareholder loan is, who may fund one, and the paperwork a foreign lender must keep

A shareholder advance is a loan like any other under French civil law. Article 1892 of the Civil Code provides: « Le prêt de consommation est un contrat par lequel l’une des parties livre à l’autre une certaine quantité de choses qui se consomment par l’usage, à la charge par cette dernière de lui en rendre autant de même espèce et qualité ». Money is the classic consumable thing, so when you transfer funds to your SAS or SARL and the company books a debt to you, you hold a claim for repayment governed by the law of loans unless a special company or tax rule says otherwise. The public service portal for businesses describes it in the same way: the shareholder leaves a sum of money at the disposal of the company either by paying in funds or by temporarily giving up sums owed to him, and the current account is treated as a loan that gives the lending shareholder the position of a company creditor. The practical lesson is immediate. Every euro you send should be traceable as a loan from an identified shareholder, with a date, an amount, a sender account in your name and a receiving company account, because everything that follows, deductibility, repayment, proof in a dispute, depends on that paper trail.

Two boundaries frame the practice, and both surprise founders arriving from common-law countries. The first is the French banking monopoly. Article L. 511-5 of the Monetary and Financial Code states: « Il est interdit à toute personne autre qu’un établissement de crédit ou une société de financement d’effectuer des opérations de crédit à titre habituel ». A shareholder advance is lawful precisely because it is not habitual lending to the public. It is an occasional advance by an existing shareholder to his or her own company, documented as such and repayable. Keep it that way. Lend as a shareholder under a written agreement, never as a business offered to third parties, and never through circular arrangements that look like unlicensed banking. The second boundary is proof of origin. A foreign wire into a French company account now passes through anti-money-laundering screening, and a large repayment back out to a personal account abroad passes through the same screening in reverse. Keep the transfer slips, the bank statements on both sides, the loan agreement showing the same names and amounts, and a short note explaining the business use of the funds. Banks that freeze a repayment to a non-resident almost always release it once they receive a coherent file linking the inbound loan, the company books and the outbound repayment.

The terms of the loan belong in writing before the first transfer. The official guidance states the rule plainly: the characteristics of the current account, payment, duration and repayment, are set by the articles or in a current-account agreement concluded between the company and the shareholder. In a SAS with a single foreign shareholder, record the agreement in the register of decisions. In a company with several shareholders, have the loan reported and voted under the related-party procedure. Article L. 227-10 of the Commercial Code provides for the SAS: « Le commissaire aux comptes ou, s’il n’en a pas été désigné, le président de la société présente aux associés un rapport sur les conventions intervenues directement ou par personne interposée entre la société et son président, l’un de ses dirigeants, l’un de ses actionnaires disposant d’une fraction des droits de vote supérieure à 10 % ou, s’il s’agit d’une société actionnaire, la société la contrôlant au sens de l’article L. 233-3. Les associés statuent sur ce rapport. » The same article adds: « Les conventions non approuvées, produisent néanmoins leurs effets, à charge pour la personne intéressée et éventuellement pour le président et les autres dirigeants d’en supporter les conséquences dommageables pour la société. » For the SARL the mirror rule is article L. 223-19 of the Commercial Code: « Le gérant ou, s’il en existe un, le commissaire aux comptes, présente à l’assemblée ou joint aux documents communiqués aux associés en cas de consultation écrite, un rapport sur les conventions intervenues directement ou par personnes interposées entre la société et l’un de ses gérants ou associés. L’assemblée statue sur ce rapport. Le gérant ou l’associé intéressé ne peut prendre part au vote et ses parts ne sont pas prises en compte pour le calcul du quorum et de la majorité. » A foreign founder who is both lender and president therefore signs on both sides and abstains where the text requires it, keeping the report and the vote in the company records. Courts treat these agreements as regulated conventions, not everyday operations. The Commercial Chamber of the Court of Cassation recalled on 11 March 2003, appeal number 01-01.290, that agreements between a company and one of its directors must receive prior board approval unless they cover routine transactions concluded on normal terms. A shareholder loan from the president is exactly the kind of convention that must go through the approval track, and the file should show that it did.

One yearly filing is frequently missed by foreign-owned companies. Where the company benefits from shareholder advances structured as loans, it must file a yearly declaration of loan contracts, on the standard form, no later than the date it files its annual tax return. Ask your accountant each year for written confirmation that this filing was made and that the balance of your current account was reconciled with you in writing. Companies that follow this routine, signed agreement, recorded approval, yearly balance confirmation, filed loan declaration, almost never lose on paperwork. Companies that wire money with a one-line email reference do.

B. What interest your French company can pay you, what it can deduct, and how cross-border interest is treated

The interest rate is agreed between you and the company, in the articles or in the loan agreement, but the tax deduction has a ceiling that no agreement can lift. Article 39, paragraph 1-3 of the General Tax Code provides: « Les intérêts servis aux associés à raison des sommes qu’ils laissent ou mettent à la disposition de la société, en sus de leur part du capital, quelle que soit la forme de la société, dans la limite de ceux calculés à un taux égal à la moyenne annuelle des taux effectifs moyens pratiqués par les établissements de crédit et les sociétés de financement pour des prêts à taux variable aux entreprises, d’une durée initiale supérieure à deux ans. Cette déduction est subordonnée à la condition que le capital ait été entièrement libéré. » Two conditions therefore decide everything. The share capital must be fully paid up, meaning you have actually transferred the full subscribed amount to the company, and the rate applied must stay at or below the published average rate for the financial year. The administration publishes that reference rate for each closing period in its doctrine BOI-BIC-CHG-50-50-30 on interest on shareholder advances, and the public portal summarises the mechanism on its shareholder-account page. Recent reference rates moved around 4.3 to 4.5 percent for closings in late 2025 and early 2026, so a loan priced at 8 percent would leave more than 3 points of interest non-deductible. The official wording on that point is direct: where the agreed rate exceeds the reference rate, the excess part of the interest paid to the shareholder is not deductible from taxable profit. Each current account is examined separately, with no offset between an excess on one account and headroom on another.

Foreign founders trip on three details here. First, the fully-paid-capital condition is checked strictly. If you subscribed 10,000 euros of capital but only transferred 5,000, none of the interest on your current account is deductible until the balance is paid in. Pay the capital first, keep the deposit certificate from the bank, then start the interest-bearing advances. Second, the ceiling applies per financial year and follows the closing date, so a rate that was safe last year can become excessive this year if the published average falls. Ask your accountant before each year-end for the rate applicable to your closing date and have the confirmation kept with the loan file. Third, interest paid to a shareholder living abroad receives extra attention from everyone. Your French company must report the payment, your bank may ask for a certificate of residence and a short explanation of the treaty position before transferring interest abroad, and the double-tax treaty between France and your country of residence may change the final tax on that interest in your hands. Assemble the residence paperwork before the payment, not after the bank blocks it, and have the treaty analysis done by your advisers for your exact country. Never invent a treaty rate from memory. The deduction ceiling, the paid-up capital and the reporting are French domestic rules that apply whatever the treaty says, and they are the three points a tax auditor checks first.

Above-ceiling interest is not only non-deductible. It signals to an auditor that the pricing of the whole arrangement was not set with care, and it invites questions about whether other payments to the founder, management fees, rents, royalties, were also set above market. Price the loan at or below the published reference rate, document the rate source for the year, and keep interest strictly separate from principal in the books. A clean interest line that matches the agreement, the ceiling confirmation and the bank transfer is the cheapest tax insurance a foreign founder can buy.

II. Can your French company keep your money, and how do you recover it from abroad?

A. When your company may lawfully delay repayment and when a refusal is simply unlawful

The default rule favours the lender. Where the articles and the agreement say nothing about duration, your claim is repayable on demand. The public portal states it without ambiguity: where nothing is specified, the shareholder claim against the company is repayable at any time. And when you demand repayment, the company may not refuse, even for lack of cash. The official guidance on shareholder current accounts is categorical: once the shareholder demands repayment, the company cannot refuse, even by pleading financial difficulty, and it cannot cap repayment at what its cash position allows. Cash difficulties allow the company to ask a judge for payment delays, capped at two years, but they never create a right to say no. A refusal letter that invokes cash problems, without a court-granted delay or a contractual lock-up, is therefore not a defence. It is the starting point of your recovery.

Three lawful brakes exist, and your first task from abroad is to identify which one, if any, the company relies on. The first is a contractual lock-up you signed: a fixed term, a notice period, or a blocking agreement under which the company holds permanent funds as security for a bank loan. The official guidance describes that decision as taken either unanimously by the shareholders or in a blocking agreement signed between the company and the shareholder, serving as security when a bank grants credit. If you signed such a clause to help the company borrow, it binds you for its duration, and your lawyer will read its exact expiry before any demand letter goes out. The second is a statutory clause setting conditions for repayment, for example repayment only from available cash flow. Such clauses are enforceable only where they were validly adopted and clearly worded. The third is a court-granted delay of up to two years, which the company must obtain from a judge. None of these is created by a manager email telling you to wait.

A very recent Paris ruling shows how courts handle a company that invents a delay after the money arrived. On 14 April 2026, the Paris Court of Appeal, division 5 chamber 8, appeal number 24/01215, decided the case of a consulting SAS whose minority shareholders had funded a project through current-account advances and then asked for their money back after falling out with the president. The company resisted, invoking a statutory clause and a later shareholder resolution that deferred repayment. The court restated the default rule: an open-term current-account advance is a loan to the company, and any shareholder may demand repayment at any time unless the articles or the parties agreement validly provide otherwise. It then examined the later resolution, which granted the company only a reasonable delay rather than the three-year period the company claimed, and held that deferring repayment increased the withdrawing shareholders obligations where no lock-up had existed before, so that resolution should have been adopted unanimously, which it was not. In any event, even counting a three-year period, it had expired. The court therefore confirmed the first-instance judgment in full, keeping the order that the company repay each shareholder account entirely, with the company bearing the appeal costs. For a foreign founder, the method to copy is visible in that reasoning. Demand repayment in writing, identify the exact clause the company invokes, check how and when that clause was adopted, count its expiry, and challenge a mid-game rule change that worsens your position without your consent.

From abroad, the recovery sequence is practical. First, send a formal demand by tracked letter or bailiff-equivalent service to the registered office shown on the Kbis, recalling the amount, the agreement and the absence of any lock-up, and setting a short deadline. Second, if the company answers with a clause, have your lawyer verify its adoption, vote and expiry against the company records. Third, if no valid brake exists, file for payment before the competent commercial court through a French lawyer, who can represent a non-resident founder without your presence at every hearing. Keep every transfer slip, the signed agreement, the yearly balance confirmations and the demand letters in one file, translated where needed, because repayment cases are won on documents, and the company that kept none loses interest arguments too. The shareholder may also give up his claim expressly, and the portal notes that the shareholder can renounce his right to repayment, but no one can renounce on your behalf: a waiver signed by the manager without your authority is not your waiver.

B. When the company is insolvent, the bank freezes the transfer, or the money moved the wrong way

Two harder situations need separate treatment: the company that cannot pay anyone, and the repayment that never reaches your foreign account because the bank stops it. If the French company enters safeguard, administration or liquidation proceedings, your current account becomes one claim among others and must be declared to the proceedings within the applicable time limit. Late or missing declaration can erase an unsecured claim, so instruct your lawyer immediately upon publication of the opening judgment in the BODACC, with the loan agreement, the account statements and the balance confirmations ready. Shareholder lenders rank as ordinary unsecured creditors, behind employees and secured creditors, and in a shortfall they often recover only part of the advance. That harsh ranking is exactly why the pre-crisis paperwork matters: a documented, approved, reconciled loan is admitted without debate, while an undocumented wire is contested by the insolvency practitioner and sometimes recharacterised.

Directors face a personal risk at this stage that foreign founders underestimate. Article L. 651-2 of the Commercial Code provides: « Lorsque la liquidation judiciaire d’une personne morale fait apparaître une insuffisance d’actif, le tribunal peut, en cas de faute de gestion ayant contribué à cette insuffisance d’actif, décider que le montant de cette insuffisance d’actif sera supporté, en tout ou en partie, par tous les dirigeants de droit ou de fait, ou par certains d’entre eux, ayant contribué à la faute de gestion. » The same article immediately limits that exposure: « Toutefois, en cas de simple négligence du dirigeant de droit ou de fait dans la gestion de la personne morale, sa responsabilité au titre de l’insuffisance d’actif ne peut être engagée. » A founder who is also president should therefore behave as the statute rewards: convene the shareholders, stop loss-making commitments early, file for insolvency protection within the legal time once the company cannot pay its due debts from available assets, and never pay himself back preferentially while other creditors wait. A repayment to the director-shareholder taken days before the filing, while suppliers go unpaid, is the textbook fact pattern for a contribution claim. The Court of Cassation recalled on 27 June 2006, appeal number 05-14.271, published in the Bulletin, that actions against a director for management faults remain admissible even where the restructuring or liquidation proceedings show no shortfall of assets, which means managerial liability actions survive even outside shortfall proceedings. The message for the foreign president is symmetrical. Your loan gives you a creditor claim, but your office exposes you to a liability action, and only clean, contemporaneous management records keep the two separate.

The reverse flow, company money moving to the founder outside salary, dividend or documented loan repayment, is punished with nullity where the prohibitions apply. Article L. 223-21 of the Commercial Code provides for the SARL: « A peine de nullité du contrat, il est interdit aux gérants ou associés autres que les personnes morales de contracter, sous quelque forme que ce soit, des emprunts auprès de la société, de se faire consentir par elle un découvert, en compte courant ou autrement ». For companies with a board, article L. 225-43 of the Commercial Code states: « A peine de nullité du contrat, il est interdit aux administrateurs autres que les personnes morales de contracter, sous quelque forme que ce soit, des emprunts auprès de la société, de se faire consentir par elle un découvert, en compte courant ou autrement, ainsi que de faire cautionner ou avaliser par elle leurs engagements envers les tiers ». And for the SAS, article L. 227-12 of the Commercial Code closes the loop: « Les interdictions prévues à l’article L. 225-43 s’appliquent, dans les conditions déterminées par cet article, au président et aux dirigeants de la société ». Read together, the trap is precise. The founder lends to the company by agreement. The company pays the founder only by declared salary, by dividend voted from distributable profit, or by repayment of the founder’s own documented advance. A founder-president who draws company money as an informal debit balance outside those three channels signs a contract these texts punish with nullity, with repayment and damages to follow. Keep the flows in the lawful direction and keep each payment labelled with its true nature on the transfer reference.

The bank freeze deserves a calm, separate response. A French bank that holds a large outbound repayment to a personal account abroad will ask for the loan agreement, the inbound transfer slips, the company accounts showing the liability, the shareholder decision authorising repayment, and identification plus residence documents for the recipient. It may also ask about the tax treatment of any interest included in the transfer. None of this means the money is lost. Send one complete file, with the amounts matching to the euro across the agreement, the ledgers and the slips, answer follow-up questions within days, and escalate to a written complaint if the file sits unanswered for weeks. Founders who drip-feed documents over months stay frozen for months. Founders who deliver the full chain at once are usually released within days. If your bank previously closed or restricted the account after a review, the same file, plus the beneficial-owner registration evidence, is what the next bank will ask for before opening a replacement account.

Conclusion

A shareholder loan is the foreign founder’s fastest funding tool in France and also the most closely audited one. Its validity rests on loan law, its corporate life on the written agreement with the related-party report and vote, its interest on the published average rate with fully paid-up capital, and its repayment on the on-demand default that only a validly adopted clause can temper. An above-ceiling rate invites a tax adjustment, a later-added delay adopted without unanimity fails before the courts as the April 2026 Paris ruling confirms, the reverse flow is punished with nullity where the statutory prohibitions apply, and an insolvent borrower turns the founder into one creditor among others who must declare quickly. Fund by agreement, price by the published rate, repay by the contract, declare the loan every year, and the compte courant d’associé does exactly what it promises: your money working inside your French company until you lawfully call it home.

Need a quick opinion on your case

Are you about to fund your French SAS or SARL from abroad, or is your shareholder loan already stuck in France? Our firm answers within 48 hours, by telephone, with a lawyer who handles cross-border company files for foreign founders every week.

Call us on +33 6 46 60 58 22 (Maître Reda Kohen) or send your situation through our contact form. Tell us the amount advanced, the rate applied and the clause the company invokes, and we will tell you which recovery route fits and which proofs to assemble first.