You live in London, Dubai, New York or Singapore, and your French company runs without you setting foot in France. Perhaps you named your spouse, your business partner or yourself as president of a French SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose) purely to get the company registered. Perhaps an investor asked for a seat on the supervisory board. Nobody takes a salary, nobody sends an invoice, and the company has barely any revenue. Then a letter arrives from URSSAF (union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the agency that collects French social security contributions): after a routine control, the agency has decided that someone whose name appears on your company’s papers was in reality a director, has recalculated years of social contributions on money that was supposedly paid to that person, and now claims the total from the company, plus penalties. This scenario is not theoretical. In June 2025 the Second Civil Chamber of the Court of Cassation upheld exactly this kind of reassessment against a French SAS, and in May 2025 the same chamber drew the line that protects genuine unpaid office-holders. This article explains, for a foreign founder or investor who lives abroad, when a free title in a French company turns into a social security bill, what evidence URSSAF and the judges look at, and how to answer a reassessment from abroad without losing on procedure. For the general setup steps — bank account, company registration, VAT and the first hire — read our companion hub guide for foreign founders setting up in France, and for the anatomy of a standard company audit read our guide to answering an URSSAF control from abroad.

I. Your Name on French Company Papers: When a Free Title Becomes a Social Security Bill

A. My Name Is on the Kbis but I Do Nothing: Can URSSAF Really Call Me a Director?

Start with the paper trail, because in France the paper trail is the case. When your company is registered through the INPI Guichet unique (guichet unique, the single online filing portal run by the Institut national de la propriété industrielle, the French intellectual property office, which now handles all business registrations), the greffe (the registry office of the commercial court) issues the Kbis, the official identity card of your company: name, address, capital, activity, and the names of the people entitled to act for it. Changes are published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company registrations and changes must be published). Every bank, every administration and every URSSAF inspector reads these documents first, and what they say about you is presumed to reflect reality until you prove otherwise.

French social security law draws a sharp line between company forms. The SAS is built for freedom (article L. 227-1 of the Commercial Code): « Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport. » The articles of association decide almost everything, including who runs the company. But whoever runs it pays a price in social security terms: the statute lists « Les présidents et dirigeants des sociétés par actions simplifiées et des sociétés d’exercice libéral par actions simplifiées » among the persons compulsorily covered by the general social security scheme (régime général, the scheme that covers ordinary employees), the moment they receive any pay for the mandate. The statute says it plainly in its twenty-third category of covered persons: article L. 311-3, 23° of the Social Security Code. The president’s legal power explains why the coverage is automatic: article L. 227-6 of the Commercial Code provides that « Le président est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société dans la limite de l’objet social. » A person with the widest powers to bind the company cannot be treated as a stranger to it.

The trap for foreign founders is the gap between this rule and everyday practice. Many SAS companies name a president who never draws a salary, especially in the first years: the founder lives abroad, takes dividends later or nothing at all, and assumes that no pay means no social security. As a principle that is correct — with no remuneration, there is no contribution base, and the French business-creation guidance confirms that a president who takes nothing owes no minimum contributions. But the exemption only holds while the reality matches the papers. Problems begin when the papers suggest a paid, active role while the founder claims the role was empty: a remuneration clause in the articles, investment decisions signed by the unpaid person, bank transfers labelled as fees or allowances, or a BODACC entry describing the person as habitually entitled to bind the company. Each of these is an exhibit URSSAF will file.

The leading illustration is the decision of the Second Civil Chamber of the Court of Cassation of 5 June 2025, appeal no. 23-13.887 (Cass. 2e civ., 5 June 2025, no. 23-13.887), a case every foreign investor with a board seat should know. A French SAS had been controlled by URSSAF for the years 2014 to 2016. The agency sent its observations letter on 19 September 2017, reassessing social contributions on remuneration paid to the president of the company’s supervisory board, and followed with a formal demand. The company fought back, arguing that a supervisory board president is by definition a controller, not a manager, and therefore outside the general scheme. The Court of Appeal of Colmar, on 26 January 2023, upheld the reassessment, and the Court of Cassation rejected the company’s appeal.

The reasoning deserves a close reading because it states both the shield and the sword (Cass. 2e civ., 5 June 2025, no. 23-13.887, full text). The shield first: « Il en résulte qu’ayant pour seule mission de contrôler les organes de direction de la société sans en assumer la gestion, les membres du conseil de surveillance ne sont en principe pas affiliés aux assurances sociales du régime général, sauf à démontrer qu’ils exercent en réalité une fonction de direction. » A person whose only mission is to supervise, without managing, is in principle outside the scheme. The sword follows immediately: the exception swallows the title whenever the facts show real management. The Colmar judges had noted that the board president was listed in the BODACC as a person habitually entitled to bind the company, with no evidence of a delegation from management, that the M2 change-declaration form designated him as a dirigeant (executive officer) of the company, and that as board president he held a power to choose investments. From those findings, the Court of Cassation held, the appeal judges « a pu en déduire que M. [P] exerçait en réalité une fonction de direction, en sorte que le redressement était justifié. » They were entitled to conclude that he was in reality performing a management function, so the reassessment was justified.

Translate this into practical advice for a founder living abroad. First, never let an unpaid person be described in public filings as entitled to bind the company. If your spouse, parent or friend is named purely to satisfy a formal requirement, the articles should say exactly what the role is — and is not — and the BODACC and registry filings must match. The M2 form, the declaration used to register changes with the registry, has a box that designates the person as a dirigeant: ticking it for someone who manages nothing creates the very evidence URSSAF needs. Second, keep the reality consistent: no signature on investment decisions, no bank mandate, no management emails, no remuneration clause left dormant in the articles that an inspector could read as proof of a paid mandate. Third, if supervision is genuinely all the person does, write it down where a judge will find it: board minutes describing a control-only role, a written delegation showing who actually manages, and accounts that show no payment. Titles do not decide cases; documented acts do.

B. Paid President but Not an Employee: What Assimilation Means for Your Money From Abroad?

Suppose instead that you, the foreign founder, are the working president of your SAS and you do take money out. Your social status is then the famous French hybrid: the assimilé salarié (assimilated employee). You belong to the general scheme like an employee, you pay contributions on your remuneration, and you build rights to health coverage, family benefits and a pension. But you are not an employee, and the difference costs real money and real misunderstandings.

The Court of Cassation said it with unusual clarity on 15 May 2025, appeal no. 23-13.763 (Cass. 2e civ., 15 May 2025, no. K 23-13.763). A SAS had been reassessed after URSSAF reintegrated into the contribution base a contractual retirement indemnity granted to a departing president under the rules for executive employees. The company argued that the president was covered by assimilation, so the indemnity should count. The Court of Cassation quashed the appeal judgment: « même si la rémunération du président d’une société par actions simplifiée, au titre de son mandat social, est assujettie au régime général de la sécurité sociale, il n’en résulte pas pour autant que le président soit salarié ». Even though the mandate pay is subject to the general scheme, the president is still not an employee. That single sentence governs everything that follows (Cass. 2e civ., 15 May 2025, no. 23-13.763, full text): no employment contract protections attach to the mandate itself, no collective agreement for employees applies to it, and no employee-only benefit can be claimed through it.

Could the president also hold a genuine employment contract alongside the mandate, for example as a developer, salesperson or engineer of the same SAS? French law allows the combination, but the conditions are strict and judges apply them with suspicion, precisely because a president who holds every power can hardly be subordinate to anyone. The same May 2025 decision (no. 23-13.763) recalls the test: the president « ne peut être salarié, en sus de son mandat social, qu’à condition de satisfaire aux conditions du cumul, c’est-à-dire d’exercer des fonctions techniques distinctes de celles de son mandat, dans un lien de subordination, moyennant une rémunération distincte ». Three cumulative conditions: technical duties genuinely distinct from the mandate, performed under a real chain of subordination, for separate pay. A founder-president who writes in the contract the same duties the mandate already covers, reports to no one, and takes one global payment fails all three at once. If you live abroad and run the company alone, assume the combination is practically closed to you, and structure your income accordingly.

The money mechanics follow from the contribution base. Article L. 242-1 of the Social Security Code provides that « Les cotisations de sécurité sociale dues au titre de l’affiliation au régime général des personnes mentionnées aux articles L. 311-2 et L. 311-3 sont assises sur les revenus d’activité ». Contributions sit on the activity income actually attributed. Concretely, a president’s salary triggers both employer and employee contributions, declared and paid through the company’s payroll, and the total cost to the company runs far above the net amount the president receives. Dividends follow a different road: they are not salary, they bear no social contributions of this kind, but they can only be paid out of distributable profits after the annual accounts are approved, and they carry their own flat tax and social levies. Neither route is free, and the choice between salary and dividends is one of the highest-value decisions a foreign founder makes — it deserves a calculation with an accountant before the first euro moves, not after URSSAF moves first.

Two warnings complete the picture. First, company officers do not contribute to French unemployment insurance and cannot claim unemployment benefits as officers; a president who imagined that heavy contributions buy full employee protection discovers the gap at the worst moment. Second, the comparison with the SARL matters if you still hesitate between company forms: article L. 223-18 of the Commercial Code states that « La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques », and a majority manager of a SARL belongs to the independent workers’ scheme (travailleur non salarié, the scheme for the self-employed, with its own contribution base described in article L. 131-6 and its scope in article L. 611-1 of the Social Security Code), a cheaper but less protective regime. Our hub guide comparing SAS, SARL, branch and subsidiary for foreign founders covers that choice in full. But whichever form you chose, the lesson of this section is identical: pay yourself through declared channels, keep the mandate and any employment strictly separate, and never assume that living abroad puts your French-source company income beyond the reach of French contributions.

II. Answering URSSAF From Abroad: Evidence, Deadlines and the File That Wins

A. URSSAF Sent a Reassessment Letter: Which Deadlines Decide Your Case and How Do Judges Read Your File?

A French social security control follows a ritual, and each step has consequences for a founder who lives abroad. It usually starts with a lettre d’observations (observations letter): the inspector lists the reassessed items, the legal basis and the amounts, and invites the company to reply. Silence at this stage is the most expensive mistake in the file, because the judges who later hear the case will read the inspector’s findings as unanswered. The reply must be written, reasoned, documented, and sent within the short deadline stated in the letter — counted in weeks, not months — ideally prepared with a French accountant and a lawyer who know URSSAF litigation. If the agency maintains its position, it sends a mise en demeure (formal demand for payment), the enforceable title that starts the clock for court proceedings.

Before any court will hear you, a prior appeal is compulsory. Article L. 142-4 of the Social Security Code provides that contentious appeals in these matters « sont précédés d’un recours préalable », a mandatory prior appeal heard by the fund’s amicable appeals commission (commission de recours amiable, the internal review board of the social security body, usually shortened to CRA). Miss that step, or file it late, and the court declares the later claim inadmissible without ever examining whether URSSAF was right. After the commission decides — or after its silence expires — the dispute goes to the specially designated social chamber of the judicial court (tribunal judiciaire, the ordinary civil and criminal court, whose social division hears social security disputes). From London or Dubai this means appointing a representative in France early, using electronic filing where available, and keeping every notification: a deadline missed abroad counts exactly the same as a deadline missed in Paris.

On the merits, judges read the file the way the June 2025 decision shows. They ask one question: did this person, whatever the title, perform acts of management independently? They answer it with documents, not testimony. The BODACC entry, the M2 form, the Kbis extract, the articles of association, bank signature cards, signed contracts, investment approvals, hiring letters, and the accounting entries showing who was paid what — these exhibits decide cases. Testimony from abroad that the role was honorary weighs little against a registry filing that calls the person a dirigeant. Conversely, a clean file wins: articles that define a control-only role, minutes that record supervision without decisions, a written delegation of management powers to the actual manager, bank mandates held only by that manager, and accounts showing no remuneration of any kind to the titular person. Build that file now, before any control, because reconstructing three years of proof under a deadline, across time zones, is how good cases are lost.

If the reassessment concerns a genuinely paid president, the defence shifts from status to amounts: were the sums really remuneration for the mandate, or something else — documented expense reimbursements, dividends voted by the shareholders, a retirement indemnity the president could not legally claim as an employee? The May 2025 decision shows that misclassified indemnities inflate the base and that courts will strike them out when the assimilation line is properly argued. Check every euro in the inspector’s calculation against bank statements and meeting minutes, challenge each item separately, and remember that penalties and late-payment surcharges can themselves be negotiated down when the company cooperates and regularises quickly. Full details of each procedural stage are set out in our guide to answering an URSSAF control from abroad, which pairs naturally with this article.

B. Living Abroad With a French Company: Which Filings, Payslips and Monthly Steps Keep You Safe?

Prevention is a monthly routine, and it can be run entirely from abroad with the right providers. Registration comes first: every creation, appointment or departure is filed through the INPI Guichet unique at formalites.entreprises.gouv.fr, the greffe issues the updated Kbis, and the change is published in the BODACC. Verify each Kbis you receive as carefully as a bank statement: a wrongly retained name, an outdated dirigeant quality, or a forgotten departure is a future reassessment waiting to happen. Corrections go through the same portal, and each correction generates its own publication — so get the filing right the first time, with a formalist who understands registry practice.

Payroll comes second. Every euro paid to the president for the mandate must pass through payslips (bulletins de paie, the monthly itemised pay statements French law requires), be reported in the DSN (déclaration sociale nominative, the monthly electronic payroll return every French employer files), and generate contributions paid by their due dates. Most foreign founders outsource this to a French payroll provider or an accountant with a social desk: the cost is modest, and the provider’s records become your first line of defence in a control. If the president takes nothing, file nothing but keep the proof of nothing — board minutes noting the absence of remuneration, articles without a pay clause, accounts with no officer-pay entry — because URSSAF’s first question in every control is who was paid, and your answer must be documented, not merely true.

The calendar comes third. French companies live under an annual legal rhythm — approval of the accounts within six months of year-end, shareholders’ meeting, filing with the greffe, corporate tax and VAT returns, payroll returns, and the territorial business levy — and our legal-calendar guide for companies run from abroad lists every deadline with its late-fix options. Dividends, when you choose them over salary, belong to this calendar: they require approved accounts, a shareholders’ vote allocating distributable profit, and payment of the applicable levies at source. A dividend paid without accounts and without a vote looks, to an inspector, like disguised remuneration — and disguised remuneration is reassessed with penalties.

Finally, keep the two company forms straight in your records. A SAS president lives under article L. 311-3, 23° and the general scheme; a minority manager of a SARL shares that fate under the eleventh category of the same article, while a majority SARL manager belongs to the independent workers’ scheme. An employment contract alongside any mandate must satisfy the three cumulative conditions recalled above — distinct technical duties, real subordination, separate pay — and article L. 1221-1 of the Labour Code reminds us that any employment contract remains governed by ordinary contract law, with all the proof requirements that implies. For official guidance in English, the Service Public Entreprendre portal explains social contributions in a SAS and the social protection of company directors, and the URSSAF employer portal sets out how contributions are declared and paid, while URSSAF’s own simulator helps estimate a SAS president’s contributions. Read these pages, keep your filings cleaner than your competitors keep theirs, and the next letter from URSSAF — if it ever comes — will meet a file that is ready.

Conclusion

A name on French company papers is never neutral. The president and the executive officers of a SAS belong to the general social security scheme by statute, and the Court of Cassation confirmed in June 2025 that even a supervisory title becomes a director’s mandate — with years of contributions attached — the moment the holder performs independent acts of management, as BODACC entries and registry forms help prove. The May 2025 decision adds the mirror rule: assimilation is not employment, so mandate pay cannot open employee-only rights, and a parallel employment contract survives only with distinct duties, genuine subordination and separate pay. For a founder or investor living abroad, the strategy follows directly: describe each person’s role truthfully in the articles and registry filings, keep unpaid roles visibly unpaid and visibly passive, route every euro of real pay through payslips and the monthly DSN return, and answer any observations letter fast, fully documented, and through the mandatory prior appeal when a formal demand arrives. Run that discipline from day one, and the French company you steer from London, Dubai or New York stays an asset — not a reassessment.

Need a quick opinion on your case

Consultation téléphonique en 48 heures avec un avocat du cabinet : première consultation : 80 EUR TTC. Send your Kbis extract, articles of association, the URSSAF letter and any BODACC entries before the call for an analysis you can use immediately.

Call 06 46 60 58 22 or write via the contact page of the cabinet in Paris.