You formed a French company from London, New York or Dubai, you appointed a local president or gerant to keep the business running, and one morning the bank calls you about a transfer you never approved. The director who was supposed to sign payroll and answer the accountant is moving money, refusing to call a meeting, or telling suppliers that you, the foreign shareholder, no longer decide anything. This guide explains how to remove that director, how to stop him from binding the company while the paperwork moves through the system, and how to survive the damages claim he will almost certainly file. It is written for non-French readers: every French acronym is explained, every step can be done from abroad with a remote vote and a filing on the single online portal, and every decisive rule is tied to the statute or court decision that actually says it.

French company law gives you strong tools, but they work in a strict order. First, the shareholders vote the revocation according to the right majority. Second, you file the change on the Guichet unique, the single online business formalities portal run with the INPI, the Institut national de la propriete industrielle, so that the greffe, the clerk of the commercial court who keeps the Registre du commerce et des societes, issues a new Kbis, the official identity card of your company, and the BODACC, the Bulletin officiel des annonces civiles et commerciales where company changes are published, carries the notice. Third, between the vote and the publication, you neutralise the old signature at the bank and with counterparties, because third parties who deal in good faith remain protected until the filing is public. Miss one of these three moves and you win the vote but lose the money. The companion hub for foreign founders, Setting Up a Company in France as a Foreign Founder, describes the Kbis, the bank account opening and the VAT registration that this article assumes you already have.

I. How to remove the director of your French SAS or SARL when you live abroad

The procedure depends entirely on the vehicle you chose. A SAS, societe par actions simplifiee, is the flexible joint-stock company most foreign founders pick, run by a president whose appointment and removal follow the articles of association, the statuts. A SARL, societe a responsabilite limitee, is the closed limited liability company run by one or more gerants, where statute sets the majority and protects the removed manager with a juste motif, a fair ground, requirement. Identify your vehicle before you do anything, because a revocation voted under the wrong rule can be annulled, and an annulled revocation leaves the old director legally in place with full power to sign.

A. What majority and what papers you need to revoke a president or a gerant from abroad

In a SARL, the statute answers almost everything. Article L223-25 of the Commercial Code provides that “Le gérant peut être révoqué par décision des associés dans les conditions de l’article L. 223-29 , à moins que les statuts prévoient une majorité plus forte.” Read the official text here: Article L223-25 of the Commercial Code on Legifrance. Article L223-29 then sets the default majority: “les décisions sont adoptées par un ou plusieurs associés représentant plus de la moitié des parts sociales.” See Article L223-29 of the Commercial Code on Legifrance. In plain terms, holders of more than half of the shares remove the gerant, unless your statuts demand more, and if the first vote fails the shareholders are convened a second time and decide by majority of votes cast. If the statuts name the gerant personally, the same vote can order the deletion of his name from the statuts, as Article L223-18 organises the appointment and removal machinery: Article L223-18 of the Commercial Code on Legifrance. You do not need to fly to France. The vote can be taken at an ordinary meeting held by videoconference if the statuts allow it, or by written consultation, consultation ecrite, with ballots signed electronically, provided the convening notice, agenda and draft resolutions were sent within the statutory time. Keep the attendance sheet, the ballots, the minutes signed by the chair, and proof of dispatch, because the removed gerant will attack the procedure first and the merits second.

In a SAS, everything starts with your own statuts, because Article L227-5 states that “Les statuts fixent les conditions dans lesquelles la société est dirigée.” See Article L227-5 of the Commercial Code on Legifrance. The default regime is contractual liberty: the statuts decide which body, collectivity of shareholders, sole shareholder, committee, appoints and removes the president, with which quorum and majority, and whether reasons must be given. Many foreign founders copy a template that says the president is revocable ad nutum, at any time without reasons, by the majority shareholder; others import a juste motif clause from SARL practice without realising it. Pull your statuts today and read the removal clause word by word, including the convening periods, the competent body, and any indemnity promise. The Cour de cassation, the French supreme court for civil and commercial matters, enforces these clauses literally, including golden parachutes: in its judgment of 9 July 2025, case number 23-21.160, concerning a director general of a SAS removed before the end of a two-year guarantee, the Court examined a claim presented as seeking payment of sums the company had undertaken “par délibération de son associé unique du 31 mai 2016, à lui verser en cas de réduction de ses pouvoirs et/ou de révocation de son mandat social avant le 31 mai 2018”. Read the full decision here: Cour de cassation, Commercial Chamber, 9 July 2025, No. 23-21.160. The lesson for founders is direct: whatever your statuts or shareholder pact promised the director, a court will read it, so draft and vote with that promise in front of you.

Once the vote is taken, the formalities are identical for SAS and SARL and they run through the Guichet unique. The official Service-Public guide lists the steps for changing the director, convocation of the competent body, minutes, updating the statuts if needed, filing on the portal, and publication: Service-Public, Changer le dirigeant de la societe. Practically, you upload the minutes, the updated statuts when the director was named in them, the identity documents of the incoming director, and the declaration of non-conviction, then the greffe verifies and the Kbis is reissued. Until that registration, Article L123-9 governs opposability: “La personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques, qui peuvent toutefois s’en prévaloir, les faits et actes sujets à mention que si ces derniers ont été publiés au registre.” See Article L123-9 of the Commercial Code on Legifrance. That single sentence explains why a revocation voted on Monday but filed in three weeks leaves a dangerous window in which the old director still appears on the Kbis and can still sign. File within days, request the updated Kbis daily, and never tell yourself the internal vote is enough.

Two Paris and Ile-de-France specifics matter here. First, if your registered office, siege social, is in Paris, the competent greffe is the Paris commercial court registry, which processes Guichet unique filings for the whole capital; delays lengthen in summer and December, so vote early and file the same day rather than waiting for a French-lawyer appointment slot. Second, disputes over the regularity of the meeting belong to the Tribunal judiciaire de Paris or the Paris commercial court depending on the claim, and urgency applications, referes, are heard there within days when you show a foreign shareholder blocked by a local director. Mention the Paris filing in your first letter to the bank: branch officers move faster when they see a greffe receipt from Paris attached.

B. How the SAS articles and the SARL juste motif change the bill you will pay

Removing the director is one question; paying for the removal is another, and the price rules are opposite in SAS and SARL. In a SARL, the statute protects the gerant against a brutal eviction. The same Article L223-25 continues: “Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts.” See Article L223-25 of the Commercial Code on Legifrance. The Cour de cassation reads juste motif as a real management fault, disloyalty, persistent absenteeism, competing activity, cash withdrawals without authorisation, not a mere loss of confidence between shareholders. A court of appeal decision from Nancy on 14 May 2025, docket number RG 24/00461, illustrates the fight: the majority had voted the revocation of a co-gerant of a bar-owning SARL “au motif d’une ‘mauvaise gestion’”, the removed manager sued for 20,300 euros arguing the revocation was abusive and without legitimate ground, the commercial court of Epinal dismissed him and fined him for abusive proceedings, and he appealed. Whatever the outcome on appeal, the structure of the dispute repeats in every SARL file: the company says mismanagement, the manager says pretext, and the judges look at accounting records, warnings, and meeting minutes to decide whether the motif was just at the voting date. From abroad, build that file before the vote. Ask the accountant for a dated memo on anomalies, send a formal warning letter, lettre de mise en demeure, by registered email, give the gerant a chance to answer, and attach the answers to the convening file. A revocation without any documented ground almost always costs damages, while a revocation supported by bank statements and ignored warnings usually survives.

In a SAS, the bill depends on what you wrote. If the statuts say the president is revocable at any time without compensation, the removal itself rarely generates damages, but the Cour de cassation punishes the brutal or vexatious circumstances: public humiliation, same-day expulsion with security guards, blocking pay without notice, or cutting access before the vote. If the statuts or a side pact promise a minimum indemnity, as in the 9 July 2025 case where the sole shareholder resolution and the investment pact guaranteed hundreds of thousands of euros, the company pays the contract regardless of the fault, unless the clause itself conditions payment on absence of serious misconduct. Read that clause now: does it promise a lump sum on any early termination, does it exclude faute grave, serious misconduct, or faute lourde, gross negligence, does it require the director to sign a release? The July 2025 litigation turned precisely on which defendant owed the 535,000 euros claimed, the company under its shareholder resolution or the majority investors under the pact, and the Court quashed part of the appeal judgment on that allocation. For a foreign founder, the operational point is that you can owe money under two instruments at once, so convene with both texts on the table and have the resolution state which indemnity, if any, is being paid, under which clause, and against which receipt.

There is also a judicial route that foreign shareholders underuse. Article L223-25 adds that “le gérant est révocable par les tribunaux pour cause légitime, à la demande de tout associé.” See Article L223-25 of the Commercial Code on Legifrance. When you hold a minority stake alongside a hostile majority that protects its gerant, or when the director physically blocks access to the registered office and no meeting can be held, petition the president of the commercial court for a court-ordered revocation for legitimate cause. You must prove the cause, urgency is not required but helps, and the judge can also appoint a provisional administrator, administrateur provisoire, to run the company during the dispute. This route pairs naturally with the emergency judge when money is leaving: the revocating judgment removes the title, the refere order stops the movement. Use both when the director has already diverted funds, and ask your counsel to coordinate the two filings so the protective order names the director whose powers the revocation judgment is about to end.

Finally, price the tax and social side of any indemnity before you announce a number. A revocation indemnity paid to a French-resident director can attract income tax and, depending on its nature and the director’s status, social contributions collected by URSSAF, the Union de recouvrement des cotisations de securite sociale et d’allocations familiales, the body that collects employers social charges. Withholding the wrong amount or paying net without a payslip creates a second dispute with the administration. Have payroll prepare the gross-to-net slip, the DSN, declaration sociale nominative, the monthly payroll return, and the withholding, and state gross versus net in the settlement. The URSSAF audit guide for foreign-owned French companies, Your French Company Is Audited by URSSAF and You Live Abroad, explains the control and challenge procedure if the agency later reassesses the payment.

II. How to stop a rogue director from binding your French company before the filing hits the register

The most dangerous period is the gap between the shareholders vote and the new Kbis. French law protects third parties who contract with the person shown on the register, and it gives the president of a SAS and the gerant of a SARL huge apparent powers. Your job in this window is to cut the signature powers practically while the law still shows the old name publicly, then to close the window fast by filing.

A. How to block the bank, the suppliers and the greffe while the old director still shows on the Kbis

Start with representation powers, because counterparties rely on them. In a SAS, Article L227-6 provides that “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts” and 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”, while “Dans les rapports avec les tiers, la société est engagée même par les actes du président qui ne relèvent pas de l’objet social, à moins qu’elle ne prouve que le tiers savait que l’acte dépassait cet objet”, and crucially “Les dispositions statutaires limitant les pouvoirs du président sont inopposables aux tiers.” Read it here: Article L227-6 of the Commercial Code on Legifrance. In a SARL, Article L223-18 mirrors this: “La société est engagée même par les actes du gérant qui ne relèvent pas de l’objet social, à moins qu’elle ne prouve que le tiers savait que l’acte dépassait cet objet ou qu’il ne pouvait l’ignorer compte tenu des circonstances”. See Article L223-18 of the Commercial Code on Legifrance. Internal limits, ceilings, double-signature clauses, investment committees, do not bind a supplier or a bank that did not know about them, and the mere publication of the statuts is explicitly insufficient proof of knowledge. Concretely, until the BODACC notice appears, assume the old director can still empty the account at a teller who knows his face, because the bank’s file still lists him as signatory.

So act on the bank account on day one, from abroad. Send the bank branch and the online business desk, by email with acknowledgment plus registered letter, the minutes of revocation, the draft updated beneficial-owner information if control changed, and a formal instruction to withdraw all delegations, procurations, granted to the removed director, to cancel his cards and remote access, to require your sole signature or the new director’s signature for any transfer above a low threshold, and to flag any presented instruction from the old signatory. Attach the Guichet unique filing receipt as soon as you have it, then the new Kbis. French banks apply their duty of vigilance slowly when the request comes from a foreign address, so call the business adviser, get a named contact, and confirm in writing that the signature card, carte des signatures, has been updated. If the director was the only resident signatory and you have no French account access yourself, open a parallel delegation to a trusted interim the same week, because a company that cannot pay salaries triggers its own liability: the guide on paying yourself and funding the company from abroad, How a Foreign Owner Pays Himself From a French Company, and the shareholder-loan guide, Shareholder Loans and Blocked Capital in a French Company, describe the circuits that keep cash lawful while signatories change.

Then notify the outside world in the order money moves. Email the accountant and the payroll provider first, withdrawing the director’s authority to validate payments and hires; the accountant holds the remote banking tokens and the DSN credentials, so this step stops more damage than any court order in week one. Notify the main suppliers and the landlord that only the new signature binds the company from the vote date, attaching the minutes. If the director holds the keys to the premises, the email accounts, or the domain names, have the new director rotate credentials and change the locks through a bailiff-recorded inventory, constat d’huissier, now a commissaire de justice, so the handover is evidenced. If the company has no incoming director yet and the statuts require one, vote the appointment in the same meeting: a company left headless cannot file, cannot pay, and cannot sue, while the Civil Code reminds that “Si, pour quelque cause que ce soit, la société se trouve dépourvue de gérant, tout associé peut réunir les associés ou, à défaut, demander au président du tribunal statuant sur requête la désignation d’un mandataire chargé de le faire, à seule fin de nommer un ou plusieurs gérants.” See Article 1846 of the Civil Code on Legifrance. Never leave the seat empty over a weekend with a hostile ex-director holding the tokens.

When the director moves money during the gap, go to the emergency judge. Article 835 of the Code of Civil Procedure allows the president of the judicial court to order, even where the dispute is serious, “les mesures conservatoires ou de remise en état qui s’imposent, soit pour prévenir un dommage imminent, soit pour faire cesser un trouble manifestement illicite.” See Article 835 of the Code of Civil Procedure on Legifrance. From abroad, your counsel files an assignation en refere before the Paris judicial court or the court of the registered office, asking for restitution of keys and tokens, prohibition on using the company signature under penalty, astreinte, a daily fine per breach, and appointment of a sequestrator for disputed funds. Judges grant these orders in days when you show the vote, the bank movements, and the ongoing risk, and bailiffs serve them the same day in Ile-de-France. Keep every transfer slip, because the same exhibits will support the later claim for repayment and, if the company collapses, the action for insufficiency of assets: Article L651-2 allows the court, when a liquidation shows a shortfall, to charge it to directors guilty of “faute de gestion ayant contribué à cette insuffisance d’actif”, while simple negligence is excluded. See Article L651-2 of the Commercial Code on Legifrance. A director who strips cash before leaving is not in simple negligence territory, and saying so early in a letter from counsel often reopens negotiation.

B. How to answer the removed director who sues you for abusive revocation and back pay

Expect the writ within weeks. The removed director typically claims three things: damages for revocation without juste motif or in brutal circumstances, payment of a contractual indemnity or golden parachute, and arrears of salary, bonuses or dividends attached to his mandate or employment contract. Some add a claim for the company’s failure to file the change, arguing that the lingering Kbis damaged his reputation, or a claim against the shareholders personally for vexatious conduct. Treat each head separately, because each follows a different rule and a different judge, and mixing them in one angry letter weakens your position.

On the abusive-revocation head, the SARL test is juste motif at the voting date, the SAS test is what the statuts promised plus whether the circumstances were brutal. Your defence file should therefore contain, in chronological order, the management faults with dated exhibits, the warning letters and the director’s answers, the convening notice proving he was invited to explain himself, the minutes showing the vote and the ground stated, and the filing receipts proving diligence after the vote. Courts distrust grounds invented after the writ: a motif that appears for the first time in the defence brief, months after a minutes sheet that mentioned no reason, looks like a pretext. Conversely, judges respect a measured file, even from a foreign shareholder, when it shows warnings, figures, and a vote that states the fault plainly. In the Nancy co-gerant case, the whole fight turned on whether “mauvaise gestion” was documented or incantatory, and the first judges penalised the claimant for abusive proceedings, a reminder that weak claims cut both ways. If your file is thin, settle early within the range of a few months of remuneration rather than funding a two-year appeal that ends with damages plus the claimant’s legal costs under Article 700 of the Code of Civil Procedure.

On the contractual-indemnity head, reread the resolution and the pact with a litigator’s eyes. The 9 July 2025 Cour de cassation ruling shows how allocation fights decide these cases: the director claimed 535,000 euros, several defendants pointed at each other, and the Court censured the appeal court’s reasoning on who owed what under which commitment. Your questions are the same: who promised, the company by shareholder resolution or the investors by side pact, what event triggers payment, reduction of powers, revocation, non-renewal, before which date, and which deductions apply, taxes, sums already paid, mitigation earnings? If the clause is valid and the event occurred, pay it and obtain a full release, transaction, covering the mandate, the employment contract, and the shareholder pact, approved by the competent body. If the clause looks like a penalty the director inserted himself through a controlled vote, challenge it on abuse of majority or lack of authority, but do so by a formal claim, not by silent non-payment, because silence accrues interest and penalty clauses. From abroad, sign the settlement by electronic signature with counsel witnessing, and have the payment flow through payroll with the correct slips, because a badly papered settlement restarts the URSSAF meter.

On the arrears head, separate the mandate from the employment contract. A president of SAS or a gerant of SARL can also hold an employment contract for technical duties distinct from management, but only if the contract reflects real subordinate work, separate pay, and actual reporting lines; courts reclassify fictitious contracts and annul cumuls designed to manufacture severance. Demand the director’s itemised claim, payslips, time records, bonus plan, and board approvals for variable pay, then reconcile each line with payroll. Overtime is a classic add-on in French disputes: the 35-hour week, overtime uplifts, and the employer’s duty to track hours generate large back-pay claims when records are missing. The overtime guide for foreign employers, Your First French Employee Works Overtime While You Live Abroad, explains the rates and proof rules that also apply to a director-employee. If the director was also a shareholder, dividends are not wages and cannot be claimed as salary; the dividend-versus-pay arbitration is explained in the salary and dividends guide cited above. Pay what payroll confirms, contest the rest line by line, and never let a mandate dispute delay monthly salary declarations, because late DSN filings draw penalties independent of who is right on the revocation.

Finally, use the counters that actually deter. A director who diverted funds faces a repayment claim for breach of loyalty, a criminal complaint for abus de biens sociaux, misuse of company assets, where facts support it, and disclosure to the new statutory auditor if the company must appoint one. A director who locked you out of the registered office faces the refere orders described above plus damages for the management paralysis. And a director who refuses to return company property faces daily penalties once the judge orders restitution under astreinte. Deploy these proportionately: the credible threat of a documented criminal complaint, filed once with the Paris prosecutor with bank exhibits attached, settles more cases than three angry emails. Keep the tone written, factual, and deadlined in every letter, because your letters will be read aloud in court, and judges reward the party that looks like the reasonable manager of a French company, even when that party lives in another country.

Conclusion

Removing a rogue director from abroad succeeds when the three clocks run together: the corporate clock, a vote taken by the right body with the right majority and stated grounds; the publicity clock, a Guichet unique filing that produces a new Kbis and a BODACC notice within days; and the cash clock, a same-day instruction to the bank, the accountant and the counterparties that cuts the old signature before it can move money again. Price the SARL juste motif and the SAS contractual indemnity before the meeting, not after the writ, and paper every step so a Paris judge reading the file a year later sees warnings, figures, and diligence rather than anger. Foreign ownership is no handicap in these files when the paperwork is clean: courts apply the same Commercial Code articles to a shareholder in Dubai as to one in the next street, and the emergency judge protects whoever proves the imminent damage first. Vote cleanly, file fast, cut off the old signature, and settle the indemnity through payroll, and the crisis becomes a one-quarter incident instead of a two-year litigation.

Need a quick opinion on your case

Contact our Paris office for a telephone consultation: 80 EUR TTC. Call +33 6 46 60 58 22 within 48 hours for an assessment of your director dispute, or write via our contact page. We act before the Paris courts and across Ile-de-France for foreign founders and non-resident shareholders.