You wired 80,000 euros from abroad to keep your French company alive, the accountant booked it as an avance en compte courant, a shareholder current-account advance, and now that you ask for the money back the answer is a polite no: the cash box is empty, the other shareholders voted a freeze, or the bank that just granted a loan demands that your advance stay blocked as quasi-equity. For a foreign founder or a foreign parent company, this moment is disorienting, because in many legal systems money lent by a shareholder comes back on first demand. French law starts from the same reflex, then adds traps that only appear at the worst moment: a blocking agreement signed without reading it, a general meeting vote taken after your demand, a collective insolvency proceeding that freezes every pre-filing claim, and a tax administration that reclassifies excessive interest as a disguised dividend. This guide explains, with the exact texts and recent court decisions, when your shareholder loan is repayable on demand, how courts test a freeze voted against you, how you sue, declare, calculate and recover, and where the Paris commercial courts and the tax rules change the arithmetic.

Every French acronym below is explained on first use. The Kbis is the official registration certificate of a French company, issued by the greffe, the registry of the commercial court. The RCS is the Trade and Companies Register. The BODACC is the official gazette publishing insolvency openings. The Guichet unique run by the INPI, the National Institute of Industrial Property, is the single online portal for company filings. A SARL is a limited-liability company with rigid statutory rules, a SAS is a simplified joint-stock company with flexible bylaws, and a SCI is a non-trading property company. URSSAF is the agency collecting social contributions. With these keys in hand, a business reader can follow the whole procedure without speaking French in court.

I. Can You Demand Repayment of Your Shareholder Loan Right Now, and Which Document Decides the Answer

A. Your Advance Is a Loan Repayable on Demand Unless a Written Clause Says Otherwise: Proving the Transfer and Sending the Formal Demand

French law treats your payment as what it is: a loan. The Paris Court of Appeal stated the rule on 14 April 2026 in a case between associates of a SAS who had financed a project through current-account advances and then asked for their money back: Paris Court of Appeal, Pôle 5 Chambre 8, 14 April 2026, RG 24/01215, holding that “Une avance en compte courant étant un prêt consenti à la société, tout associé est en droit d’en exiger le remboursement à tout moment s’il est à durée indéterminée à moins qu’il n’en soit disposé autrement par les statuts ou la convention des parties.” In plain English: an open-ended shareholder advance is repayable at any time unless the bylaws or a written agreement provides otherwise. The Cour de cassation confirmed the same principle on 12 February 2025, rejecting a claim that an unpaid current account could unwind a share buyback, and restating that Cass. com., 12 February 2025, No. 23-17.483 “sauf stipulation contraire, tout associé était en droit d’exiger à tout moment et peu important les motifs de sa demande le remboursement du solde de son compte courant, dès lors que l’avance ainsi consentie constituait un prêt à durée indéterminée”. No motive is required, no justification is debated: either a blocking clause exists in writing, or the company must pay.

The starting text is the Civil Code law of loans. Article 1902 of the Civil Code provides that “L’emprunteur est tenu de rendre les choses prêtées, en même quantité et qualité, et au terme convenu.” Your French company is the borrower, you are the lender, and an advance with no agreed term is a loan of indefinite duration, which is exactly why repayment is due on demand. The official service-public guide for businesses confirms the practice in non-technical language: in the absence of specification, the shareholder claim against the company is repayable at any time, and when the shareholder demands repayment the company cannot refuse, even on grounds of financial difficulty, nor cap repayment at whatever its cash position can support (see service-public guide, Compte courant d’associé: fonctionnement et fiscalité). A foreign shareholder who reads only this guide already knows the default answer: yes, demand it.

Proof comes before procedure. Before writing anything, assemble the transfer slip showing the wire from your foreign account to the company account, the bank statements on both sides, the annual accounts and the grand livre showing the credit balance in your name, the board or shareholders minutes acknowledging the advance, and any email in which management thanks you for the funds or discusses repayment. If interest was agreed, find the writing, because Article 1907 of the Civil Code states that “L’intérêt est légal ou conventionnel. L’intérêt légal est fixé par la loi. L’intérêt conventionnel peut excéder celui de la loi, toutes les fois que la loi ne le prohibe pas. Le taux de l’intérêt conventionnel doit être fixé par écrit.” Without a written rate, a court will apply only the statutory legal interest rate from the date of a formal demand, which is far lower than most shareholders expect, so the absence of paper directly costs money. Foreign founders should also check who signed what: if you are both lender and président of a SAS or gérant of a SARL, the advance may fall under the regulated-agreements procedure, and a missing report of the statutory auditor, the commissaire aux comptes, gives the other shareholders ammunition to challenge the payment later.

Then send the demand correctly. A phone call or a WhatsApp message does not start legal interest and does not prove urgency. Send a mise en demeure, a formal demand letter, by registered letter with acknowledgment of receipt or by a commissaire de justice, the judicial officer formerly called huissier, requiring repayment of the exact credit balance plus contractual or statutory interest within a short stated deadline, typically eight to fifteen days, and expressly reserving all rights to interest, costs and liability proceedings. State the amount from the last approved accounts, attach the statement of the account, and demand payment to a named account with full wire details, since a foreign IBAN is a classic pretext for delay. Keep the acknowledgment slips: they fix the starting point of statutory interest and prove that any freeze voted afterwards was a reaction to your demand, a chronology the Paris court in the April 2026 case examined closely before brushing the later vote aside. From this point the company has three lawful options: pay, negotiate a written repayment schedule, or show you a pre-existing written blocking clause. Anything else, including silence, opens the road to court.

One mirror warning belongs here, because foreign directors discover it too late: the current account can run the other way. If you took money out and the account shows a debit balance against you, the company can sue you for that balance, as illustrated by litigation over a claimed debit balance of 45,874.81 euros pursued by a company against its own associate before the Douai courts. Keep personal expenses and company funds strictly separate, have the accountant close the account position every quarter, and never treat an undocumented withdrawal as an advance dividend: dividends require distributable profits voted by the shareholders, while an undocumented debit is a personal debt repayable immediately. The discipline that protects your claim as lender is the same discipline that protects you as a potential debtor.

B. The Company Votes a Freeze After Your Demand: How Courts Test Blocking Agreements, Statutory Clauses and Unanimity

A blocking clause is lawful, but only under strict conditions, and a vote improvised after your demand letter will usually fail. The service-public guide defines the mechanism: blocking a shareholder current account means the company no longer has to repay the funds, which then behave like permanent capital, and the decision is taken either unanimously by the general meeting or in a blocking agreement, a convention de blocage, signed between the company and the shareholder, often as security when a bank grants credit (see service-public guide, Compte courant d’associé: fonctionnement et fiscalité). Two consequences follow. First, the text must predate your demand or at least be genuinely agreed: a clause buried in bylaws that merely refers future repayment terms to an ordinary majority decision does not, by itself, fix a blocking period, as the Paris Court of Appeal held in the April 2026 case when it ruled that the statutory article invoked by the company set no repayment terms and only referred to a future collective decision. Second, any decision that increases the commitments of shareholders requires unanimity: a majority vote that defers repayment, charges company expenses to departing shareholders, or writes down balances by abandon de créance, a waiver of the claim, is annullable at the request of any dissenting shareholder.

The April 2026 Paris ruling is the practical checklist for every foreign shareholder facing a freeze. The tribunal de commerce de Paris, the Paris commercial court, had ordered the SAS to repay four associates amounts of 6,700, 6,700, 7,140 and 3,660 euros, and the company appealed arguing that an extraordinary meeting of 1 October 2022 had frozen reimbursements for three years under a statutory clause referring withdrawal terms to collective decisions. The court confirmed the repayment orders. It noted that no agreement had been signed when the advances were made available, that the bylaw clause fixed no repayment terms, and that the meeting resolution spoke only of a reasonable delay while charging expenses to 27 shareholders and deducting them from outgoing balances. Because that resolution increased the burden on the outgoing associates, it required unanimity and had only been adopted by majority, so it could not bar repayment; in any event, even a three-year period running from 1 October 2022 had expired by the time of the appeal. Every foreign shareholder should apply the same three questions to any freeze brandished against them: was there a signed clause before my demand, did the vote reach unanimity if it increases my burden, and has the stated period actually expired.

Bank-driven freezes deserve separate attention because they are the most common in foreign-owned companies. When a French bank lends to your subsidiary, it routinely asks the foreign parent to sign a letter agreeing not to demand repayment of its current account for the duration of the loan, sometimes called a subordination or standstill letter. This is a genuine convention de blocage and courts enforce it, including against a foreign lender who claims not to have understood the French text. Before signing, negotiate four points: a fixed end date aligned with the bank loan schedule rather than an open-ended freeze, a carve-out allowing repayment from defined cash surpluses or from the proceeds of a future capital increase, interest at a stated written rate so the freeze does not become a free loan, and a release clause if the bank loan is repaid early or refinanced. If you already signed without these protections, a lawyer can still test the letter for lack of authority, lack of consideration, or disproportionate guarantee, but renegotiation before default is far cheaper than litigation after. Never sign a bank letter presented as a pure formality during a video call from abroad without having the French text reviewed the same day.

Form matters as much as substance in SAS and SARL practice. In a SARL, deferral clauses often sit in the bylaws and bind future associates who buy in, but any later reinforcement of the freeze still needs unanimity. In a SAS, the bylaws may empower ordinary majority decisions on withdrawal terms, yet the Paris case shows that a generic empowerment clause does not itself create a blocking period: the blocking must be decided clearly, in writing, with the required majority, and notified. Foreign owners who control the company should therefore put their own advances under a written shareholder-loan agreement from day one, signed before the funds arrive, stating amount, currency and exchange-rate risk, interest rate in writing, term or on-demand character, repayment mechanics to a foreign account, and the fate of the loan on sale of the shares or liquidation. If relations with co-shareholders are tense, have the agreement approved under the regulated-agreements procedure and filed with the annual documentation. A one-page email acknowledging receipt of funds is worth almost nothing against a later freeze; a dated agreement countersigned before the wire is worth everything.

Finally, watch the boundary between shareholder loans and prohibited financial assistance running the other way. Article L. 225-43 of the Commercial Code provides that “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.” The parallel Article L. 223-21 of the Commercial Code extends the same nullity to managers and non-corporate associates of a SARL, and Article L. 227-12 of the Commercial Code applies these prohibitions to the president and managers of a SAS. In short, you as a foreign individual director cannot borrow from your own French company through a debit current account, while the reverse, you lending to the company, is the lawful and common financing channel, provided the company is not used as your personal cash box. The narrow statutory exception for intra-group treasury operations in Article L. 511-7 of the Monetary and Financial Code, which allows companies linked by capital ties to conduct treasury operations with each other, covers parent-to-subsidiary cash pooling, not personal drawings. Any debit balance discovered during an audit must be regularized immediately, because it exposes the director to a claim for repayment, to tax reassessment on a deemed distribution, and in severe cases to criminal liability for misuse of corporate assets.

II. How Do You Actually Get the Money Back When the Company Refuses, Collapses, or the Tax Office Recalculates the Interest

A. From Formal Notice to Court Order: Suing for Repayment, Computing Interest From Day One, and Enforcing Against a Solvent Company

When the company can pay but will not, the procedure is a standard civil claim for repayment of a loan, brought where the company sits. For a Paris-registered company, that is the Tribunal de commerce de Paris for commercial claims or the Tribunal judiciaire de Paris for civil ones, and counsel in Paris and the Île-de-France region can file, plead and enforce without requiring the foreign shareholder to travel: representation by a French avocat is the norm, testimony by video is available, and sworn translations cover the foreign wire slips. The claim asks for the principal balance as shown in the last approved accounts, contractual interest at the written rate or statutory interest from the mise en demeure, capitalization of interest under the rules on anatocisme where a full year has accrued, and costs. Attach the complete bundle: loan agreement or account statements, general ledger extract, approved balance sheet, demand letter with acknowledgment, the bylaws and any alleged blocking clause with proof of its date and majority, and a recent Kbis proving the company is still active. Defendants typically raise three defences, each answered by the case law above: an unwritten understanding that the money was permanent capital, defeated by the presumption of on-demand repayment; a post-demand majority vote, defeated by the unanimity requirement; and alleged set-off against damages you supposedly caused, which requires a certain, liquid and due counterclaim, not a vague complaint about management. The Paris April 2026 judgment also rejected a counterclaim for abusive proceedings seeking 6,000 euros against associates who had simply enforced a genuine claim, a useful reminder that demanding your own money back is not an abuse of process.

Interest computation is where foreign shareholders win or lose thousands of euros, so build it from day one. If your agreement states a written rate, it applies within the tax deductibility ceiling discussed below; without writing, only the statutory rate runs from the formal demand. Add the correct mechanics: interest runs on the principal balance outstanding each day, payments impute first to interest then to principal, and requests for capitalization must be pleaded. For cross-border loans, state the currency expressly: a dollar-denominated advance repaid in euros needs an agreed reference rate and date, failing which exchange losses stay with the lender. Practical tip from weekly practice: send the mise en demeure as early as possible even while negotiating, because every month of delay is a month of interest lost, and a demand sent before any freeze vote reverses the chronology in your favour. Your lawyer should serve a detailed décompte, a dated statement of principal, rate, periods and totals, with the writ, and update it before each hearing so the court can adopt the figures without doing the arithmetic itself.

Enforcement against a solvent company is straightforward once you hold a judgment. A commissaire de justice serves the judgment with a commandement de payer, then proceeds to saisie-attribution, a third-party garnishment on the company bank accounts, or saisie-vente on tangible assets. Bank garnishment is usually decisive: funds are frozen on the day of service and allocated after one month if no contest is filed. If the company appeals, ask counsel about provisional enforcement, which most first-instance commercial judgments carry, allowing seizure despite the appeal. Where the debtor company empties its accounts, investigate related-party transfers: payments to sister companies or to the majority shareholder after your demand can support a paulian action to void fraudulent transfers or, in insolvency, a claim of fictitious transactions. Throughout, keep your own conduct irreproachable: do not seize company equipment yourself, do not divert customer payments to your foreign account by way of self-help set-off, and do not publish accusations against the management online. French courts protect the creditor who follows the officer-led procedure and punish the one who takes justice into their own hands.

Negotiation remains the fastest recovery channel, and the court timetable is its engine. Once the writ is served, propose a written settlement, a protocole transactionnel, with scheduled instalments to your foreign account, contractual default interest, an acceleration clause making the whole balance due on one missed payment, and, where possible, a personal guarantee from the majority shareholder or a pledge over shares. Have the settlement homologated by the court if you want it enforceable like a judgment. Foreign shareholders often accept a discount for speed; quantify that discount against the cost of two years of proceedings, the risk of insolvency supervening, and the interest already accrued, and never accept a new undocumented freeze as the price of settlement. A settlement that repeats the original mistake, vague promises without dates, rates or guarantees, simply buys the next dispute. Insist that every euro, date and rate be written, because the same Article 1907 that cost you interest at the start will earn it for you now.

Time limits require vigilance but rarely defeat a documented lender. The ordinary limitation for a contractual loan claim is five years, running from each due date; for an on-demand advance, time runs from your demand, which is another reason to send the mise en demeure early rather than letting years of friendly patience accumulate. Preserve every acknowledgment of the debt, even a partial interest payment or an email promising repayment, since each acknowledgment restarts the clock. If co-shareholders argue that your claim is really a disguised capital contribution that should share the losses, answer with the accounts: a current account credited as a liability, bearing interest and repeatedly described as repayable in correspondence, is a loan, while only a formal incorporation into capital or a documented waiver converts it into equity. The Cour de cassation February 2025 decision supports this separation, treating the obligation to pay the price of redeemed shares and the obligation to repay the current account as independent of each other absent a contrary stipulation. Keep the categories airtight and the court will too.

B. Insolvency and Tax: Declaring Your Claim Within Two Months of the BODACC Notice and Keeping Interest Deductible Under the Rate Cap

Insolvency changes everything about collection, and foreign shareholders are the most exposed because the notice appears in a gazette they never read. From the opening judgment of sauvegarde, redressement judiciaire or liquidation judiciaire, Article L. 622-7 of the Commercial Code provides that “Le jugement ouvrant la procédure emporte, de plein droit, interdiction de payer toute créance née antérieurement au jugement d’ouverture, à l’exception du paiement par compensation de créances connexes.” Your pre-filing current-account balance is a pre-filing claim: the company is forbidden from paying you, even voluntarily, and any payment received after the opening can be reclaimed. The only path is declaration. The Rennes Court of Appeal recalled the duty plainly in a June 2025 insolvency case where an associate declared 32,622.45 euros as a current-account claim, the liquidator contested it and the first judge rejected it: Rennes Court of Appeal, 3rd Commercial Chamber, 3 June 2025, RG 24/03795, stating that “L’associé doit donc déclarer sa créance au passif de la procédure collective de la société dont il est créancier.” The court examined the 2021 annual accounts, found no evidence of repayment, and concluded that “Il y a lieu d’admettre la créance de Mme [X] pour un montant de 32.622,45 euros.” The lesson is operational: declare, prove with accounts, and get admitted.

Deadlines are unforgiving. Claims must be declared to the mandataire judiciaire, the court-appointed claims officer, within two months of the BODACC publication of the opening judgment, extended for creditors domiciled abroad, so instruct French counsel to monitor the BODACC and the company file at the greffe from the first rumour of difficulty. Article L. 624-2 of the Commercial Code entrusts the decision to the juge-commissaire, the supervising judge: “Au vu des propositions du mandataire judiciaire, le juge-commissaire, si la demande d’admission est recevable, décide de l’admission ou du rejet des créances ou constate soit qu’une instance est en cours, soit que la contestation ne relève pas de sa compétence.” File a declaration stating the principal, interest accrued to the opening date with the décompte, and the nature of the claim as a shareholder loan, attaching the loan agreement, ledger, last balance sheet and demand letters. If the liquidator contests, reply within the stated time with the accountant certificate; silence at that stage is treated as acquiescence. Foreign parent companies declaring from abroad should grant a written power of attorney to counsel covering declaration, admission hearings and appeals, with sworn translations of the foreign transfer documents attached. A late declaration can still be relevé de forclusion, lifted from foreclosure, within a short additional period on proof that the failure was not your fault, but courts apply this rescue narrowly, so treat the two-month clock as absolute.

Inside the proceeding, a shareholder lender ranks as an ordinary unsecured creditor, a créancier chirographaire, paid after employees, tax authorities with privileges, and secured banks, which in practice often means a dividend of a few percent in liquidation. Three realistic improvements exist. First, verify whether your blocking letter or subordination agreement actually subordinates you: many bank letters do, pushing you behind the bank by contract, while an unblocked on-demand balance stays ordinary. Second, check for new-money protection: fresh cash contributed during conciliation or sauvegarde under statutory conditions can benefit from priority, so any rescue advance made when difficulties were already visible should have been structured through counsel rather than wired as a plain current-account credit. Third, examine management liability: Article L. 651-2 of the Commercial Code allows the court, when liquidation shows an asset shortfall caused by management faults, to order that “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.” A foreign director who kept funding an irreversibly compromised company without filing for insolvency within the 45-day deadline, or who repaid their own connected claims preferentially, faces both this civil liability and a possible interdiction de gérer, a management ban. Conversely, Article L. 650-1 of the Commercial Code shields mere creditors, stating that “Lorsqu’une procédure de sauvegarde, de redressement judiciaire ou de liquidation judiciaire est ouverte, les créanciers ne peuvent être tenus pour responsables des préjudices subis du fait des concours consentis, sauf les cas de fraude, d’immixtion caractérisée dans la gestion du débiteur ou si les garanties prises en contrepartie de ces concours sont disproportionnées à ceux-ci.” Lend at arm length, do not run the company from abroad through daily orders, and take no disproportionate security, and the shield holds.

Tax completes the picture, because the interest you charge your own company is scrutinized from both sides. For the company, Article 39, 1-3° of the General Tax Code allows deduction of “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.” Above that annually published reference rate, the excess interest is added back to taxable profit, and deduction further requires fully paid-up capital. For foreign parent lenders, Article 212 of the General Tax Code adds thin-capitalisation limits, providing that interest on sums made available by a related shareholder is deductible only “Dans la limite de ceux calculés d’après le taux prévu au premier alinéa du 3° du 1 du même article 39 ou, s’ils sont supérieurs, d’après le taux que cette entreprise emprunteuse aurait pu obtenir d’établissements ou d’organismes financiers indépendants dans des conditions analogues”. Excess interest may be carried forward within limits or reclassified as a constructive dividend subject to withholding tax, a reclassification foreign parents discover during audits of management fees and cash-pool interest. The official tax commentary details the computation in BOI-BIC-CHG-50-50-30, financial charges. For the individual foreign shareholder, interest received from a French company is French-source investment income, potentially subject to the prélèvement forfaitaire unique and to treaty allocation; declare it in both countries and claim treaty relief rather than omitting it and facing a reassessment with penalties. The practical synthesis for setting the rate is simple: agree a written rate at or below the published reference rate, verify full payment of capital first, document the arm-length character of parent loans with a benchmark offer from an independent bank, and have the accountant track the ceiling every year. Readers structuring the wider financing of a French subsidiary will find the corporate-tax framework, including the 25 percent standard rate and branch-versus-subsidiary arbitrage, in our companion guide on French corporate tax for foreign owners, and the full formation sequence, bank account, Kbis, VAT and first hire, in our foreign-founder formation guide.

Paris practice adds one final operational layer for foreign litigants. File early at the competent Paris court rather than waiting for a shareholders meeting that will only harden positions; request provisional enforcement so that an appeal does not freeze collection for another year; and coordinate with the accountant so that each court filing carries updated balances, because judges trust the expert-comptable, the chartered accountant, more than either party. If the dispute coincides with a planned exit, align the loan repayment with the share transfer: assign the current-account claim expressly in the share purchase agreement with notice to the company under the assignment-of-claims formalities, or get repaid at closing from the purchase price by escrow with the séquestre. If instead the plan is to wind the company down, see our guide on dissolving and striking off a French subsidiary before distributing a euro: repaying a shareholder loan on the eve of dissolution while other creditors wait is a textbook preference that a liquidator will attack. In every scenario the hierarchy is identical: written proof first, formal demand second, protective declaration third, and tax-clean interest throughout.

Conclusion

A shareholder loan to your own French company is neither a gift nor permanent capital: it is a loan repayable on demand unless a written clause, adopted with the required unanimity, genuinely freezes it. The Paris Court of Appeal in April 2026 and the Cour de cassation in February 2025 say so in nearly identical words, the Civil Code articles on loans supply the foundation, and the service-public guide confirms that cash difficulties never justify a refusal. When the company stonewalls, a dated paper trail, an early formal demand, and a claim built on accounts and ledger extracts will carry the day before the commercial court, with interest running from the demand and enforcement through bank garnishment by a commissaire de justice. When insolvency supervenes, only a declaration within the two-month BODACC period preserves the claim, and only clean conduct preserves the director: declare, prove, and let the supervising judge admit. When the tax audit arrives, only a written rate within the published reference ceiling, on fully paid-up capital and documented at arm length for parent loans, survives. Foreign shareholders who apply this discipline recover their advances; those who wire first and write later finance the litigation of others. Put the agreement in writing before the next transfer, demand in proper form at the first refusal, and have counsel in Paris and the Île-de-France region diary every deadline from demand to declaration.

Need a quick opinion on your case.

Our firm advises foreign shareholders, founders and parent companies on French shareholder loans, blocked current accounts, repayment litigation and insolvency declarations every week. You receive a telephone consultation within 48 hours with a lawyer of the firm, with a clear answer on your blocking clause, your interest computation and your chances of recovery. Call +33 6 46 60 58 22 or write through our contact page, and keep your transfer slips, account statements, loan agreement, demand letters and last approved accounts at hand for the call.