You live in London, New York, Dubai or Singapore. Two years ago you incorporated a French SAS (société par actions simplifiée, the flexible French simplified joint-stock company) with a Paris-based partner: you brought the capital and the international clients, they brought the local network and the day-to-day management. The Kbis (the official company identity certificate issued by the greffe, the registry of the commercial court) arrived without difficulty, the RCS (Registre du commerce et des sociétés, the French trade and companies register) shows you both as shareholders, and the first year went well. Then the relationship broke down. Your partner refuses to approve the accounts, blocks the capital increase you need to hire, signs contracts you never validated, or simply stops answering your calls while continuing to run the company alone from Paris. Every collective decision requires a vote you cannot obtain, the bank starts asking questions, and you wonder whether living six thousand kilometres away means you have already lost the company.
French law gives you real tools, but they work in a strict order and they punish improvisation. In a SAS, almost everything depends on what your statuts (the articles of association) say: without a written exclusion clause you cannot force a partner out, and an exclusion pronounced in breach of the procedure will be annulled even if the business reasons were genuine. When no vote is possible at all, the emergency judge in Paris can appoint a provisional administrator who takes control of the company within weeks, and only as a last resort the court can dissolve the company for deadlock. Each of these paths has precise costs, delays and evidentiary requirements, and each can be operated entirely from abroad through a lawyer with a power of attorney. This guide explains, in English and for a business reader, how to remove a blocking co-founder from your French SAS, how the buyout price is fixed, what the Paris emergency judge can do when the company is paralysed, and how to challenge every adverse decision. If you are still hesitating between French company forms, read first the overview of how to choose between a SAS, a SARL and a branch in France, then come back here for the deadlock toolkit.
I. How to Remove a Co-Founder From Your French SAS While You Live Abroad
The SAS is the vehicle most foreign founders choose, and for good reason. The Commercial Code opens the SAS chapter by allowing one or more persons to form the company with liability limited to their contributions (Article L. 227-1 of the Commercial Code). Its organisation is almost entirely contractual: the articles decide which decisions must be taken collectively and under which procedure. This freedom is your best friend when the articles were well drafted, and your worst enemy when they were copied from a template that says nothing about disputes. The statute itself is short: the articles fix how the company is managed (Article L. 227-5 of the Commercial Code). Everything below starts from the same question: what do your articles actually say.
A. What Your French SAS Articles Must Say Before You Can Exclude a Partner From Abroad
Unlike some company forms, the SAS has no statutory right of exclusion that applies by default. Exclusion is possible only if your articles organised it in advance. The governing text is Article L. 227-16 of the Commercial Code, which provides: “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions. Ils peuvent également prévoir la suspension des droits non pécuniaires de cet associé tant que celui-ci n’a pas procédé à cette cession.” In plain English, the articles may require a shareholder to sell their shares on defined grounds, and they may suspend that shareholder’s non-financial rights, such as voting and information rights, until the sale happens. The grounds are yours to define: breach of a non-compete obligation, criminal conviction affecting the company’s reputation, persistent refusal to vote the accounts, loss of the residence permit on which an activity depends, or simply the occurrence of a deadlock lasting more than a defined number of months. The more precise the trigger events, the harder it is for the excluded partner to argue that the clause does not apply to them.
Three drafting points decide whether your clause will survive a court challenge. First, the clause must organise the procedure, not only the ground: who initiates the process, by registered letter or by email with acknowledgement of receipt, how many days the targeted partner has to present written observations, which body votes, and by which majority. French courts annul exclusions pronounced without respect for the rights of the defence even when the articles are silent on that point, so write an adversarial phase into the clause itself: fifteen to thirty days to respond in writing, access to the documents relied upon, and the right to be heard before the vote, in person or by videoconference from abroad. Second, the clause must deal with the suspension of rights explicitly. The statute allows suspension of non-financial rights pending the sale, which prevents the excluded partner from voting their own exclusion or from blocking the company’s life during the interim period, but financial rights such as the right to dividends already declared cannot be suspended, and a suspension pronounced without a statutory basis in the articles will be set aside. Third, the clause must fix the price mechanism or refer to one, because the buyout cannot wait for years of negotiation. The standard solution is a cross-reference to the expert valuation of Article 1843-4 of the Civil Code, completed by a timetable: notification, expert appointment within thirty days failing agreement, payment within sixty days of the report, and default interest beyond that date.
Adopting or amending such a clause obeys its own majority rules, and this is where many foreign founders discover an unpleasant surprise. Under Article L. 227-19 of the Commercial Code: “Les clauses statutaires visées aux articles L. 227-13 et L. 227-17 ne peuvent être adoptées ou modifiées qu’à l’unanimité des associés. Les clauses statutaires mentionnées aux articles L. 227-14 et L. 227-16 ne peuvent être adoptées ou modifiées que par une décision prise collectivement par les associés dans les conditions et formes prévues par les statuts.” In other words, an inalienability clause or a change-of-control clause requires unanimity, while an approval clause and an exclusion clause are adopted collectively under the conditions the articles themselves provide. Concretely, if your articles require a two-thirds majority for statutory amendments, that same majority can introduce an exclusion clause, but if your articles require unanimity for everything, the partner you want to exclude can veto the clause designed to exclude them. Audit this point before starting any procedure: pull the latest consolidated articles from the greffe, check the amendment majority, and verify that the clause you invoke was validly adopted. If no exclusion clause exists and the partner refuses to vote one, exclusion is closed and you must move to the judicial tools described in Part II, starting with the emergency administrator and ending, if nothing else works, with dissolution.
Two practical points for founders living abroad. First, distance does not deprive you of any shareholder right. The Civil Code gives every shareholder the right to take part in collective decisions (Article 1844 of the Civil Code), and this right is a matter of public policy: a clause that would permanently deprive you of voting because you live abroad is treated as unwritten. You vote by videoconference or by written consultation whenever the articles allow it, you give a proxy to your French lawyer for meetings held in Paris, and you receive the same pre-meeting information as the local partner. Second, gather evidence from abroad before you notify anything. Export the full RCS history of the company, save the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company events are published) notices concerning your company, keep every email showing a refusal to convene a meeting or to approve the accounts, and ask your accountant for a statement of the decisions that could not be taken and their financial cost. An exclusion file built on dated documents succeeds; an exclusion launched on angry phone calls fails and exposes you to damages.
B. How the Exclusion Vote and the Buyout Price Work When One Partner Lives Abroad
Once a valid clause exists, the procedure follows four steps: notification of the grounds with the supporting documents, an adversarial period for the targeted partner to respond, a collective vote, and notification of the decision with the buyout terms. The vote itself is governed by Article L. 227-9 of the Commercial Code, whose first sentence recalls the principle: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” Your articles therefore fix the quorum, the majority and the voting method, and you must apply them to the letter: convene within the contractual time limit, attach the documents the clause requires, count the votes exactly as the articles define them, and draw up minutes that record each step. From abroad, organise the meeting by videoconference at a Paris-compatible hour, record attendance in writing, and have the minutes signed electronically the same day. A single procedural shortcut, a missing convening notice or an unrecorded vote, gives the excluded partner a ready-made annulment claim.
The most dangerous trap concerns the vote of the partner whose exclusion is proposed. For years, many articles provided that the targeted partner could not vote on their own exclusion, and many exclusions were pronounced on that basis. The Court of Cassation closed that door in a leading judgment of 29 May 2024, Commercial chamber, appeal number 22-13.158, published on the Court’s official website at https://www.courdecassation.fr/decision/6656c52f67f9f2000812249e. The Court held, ruling on Article 1844 of the Civil Code together with Article L. 227-16: “Il résulte de la combinaison de ces textes que si les statuts d’une société par actions simplifiée peuvent prévoir l’exclusion d’un associé par une décision collective des associés, toute stipulation de la clause d’exclusion ayant pour objet ou pour effet de priver l’associé dont l’exclusion est proposée de son droit de voter sur cette proposition est réputée non écrite.” In English: although SAS articles may provide for exclusion by collective decision, any term of the exclusion clause whose object or effect is to deprive the targeted shareholder of the right to vote on that proposal is deemed unwritten. The exclusion decided without the targeted partner’s vote was therefore annulled. The practical lesson is absolute: let the targeted partner vote, even if your articles say otherwise, because that stipulation is now unenforceable. With a fifty-fifty company this means the exclusion can never pass by vote alone, which is precisely why equal shareholdings need the judicial route of Part II; with a majority in your favour, admit the partner’s vote, win the majority without them, and record that they voted.
The price of the bought-back shares is the second battlefield, and it must be anticipated because the excluded partner will always argue that the price is unfair. The Commercial Code organises the default solution in Article L. 227-18 of the Commercial Code: “Si les statuts ne précisent pas les modalités du prix de cession des actions lorsque la société met en oeuvre une clause introduite en application des articles L. 227-14 , L. 227-16 et L. 227-17 , ce prix est fixé par accord entre les parties ou, à défaut, déterminé dans les conditions prévues à l’article 1843-4 du code civil.” If the articles say nothing about the price, it is fixed by agreement or, failing agreement, under Article 1843-4. That article provides that, in case of dispute, the value is determined by an expert appointed by the parties or, failing agreement, by the president of the competent court ruling under the accelerated procedure on the merits, with no appeal. The expert must apply any valuation rules the articles or a shareholders’ agreement already contain, so draft a valuation formula now if you still can: multiple of average EBITDA over three years, net asset value plus goodwill, or a fixed formula with a floor. From abroad, you petition the president of the Tribunal des activités économiques de Paris (the Paris business court, competent for companies registered in Paris) by petition, the expert is appointed within weeks, and their report generally closes the price debate because courts rarely depart from it. Budget twelve to twenty-five thousand euros for a standard valuation mission, plus your lawyer’s fees, and remember that when the company itself buys back the shares it must resell or cancel them within six months.
Challenging an exclusion follows symmetrical rules whichever side you are on. The excluded partner petitions the Tribunal des activités économiques for annulment of the collective decision, arguing breach of the clause, violation of the rights of the defence, or an unenforceable voting deprivation; the majority defends by producing the convening notices, the proof of the adversarial phase, the attendance sheet and the minutes. Act fast: the action for annulment of a company decision is subject to a three-year limitation period, but waiting destroys the company’s business in the meantime, so serious founders litigate within weeks. If you live abroad, grant your lawyer a special power of attorney legalised or apostilled according to your country of residence, arrange for videoconference hearings where the court allows them, and keep paying your share of the company’s running costs during the dispute, because a partner who starves the company of cash while litigating looks like the author of the deadlock. Finally, never implement the exclusion by simply deleting the partner from the RCS filing or by transferring their shares to yourself without a deed: the greffe will reject an irregular filing, the partner will obtain an injunction, and you will have manufactured the evidence of your own unfair conduct.
II. What to Do When the Company Is Paralysed and No Vote Is Possible
Half of the files foreign founders bring to Paris lawyers share the same feature: no vote can pass at all. Fifty-fifty shareholdings, a president who refuses to convene meetings, two directors who countersign contradictory instructions to the bank, accounts that cannot be approved because nobody signs the management report. In that configuration the contractual exclusion of Part I is unavailable, either because the articles contain no clause or because the blocking partner can veto every collective decision. French law does not leave the company to die: it offers an emergency rescue, the provisional administrator, and a last-resort exit, judicial dissolution. The two must be understood together, because judges grant the rescue precisely to avoid the exit, and they pronounce the exit only when the rescue has failed or when the hatred between partners makes any rescue illusory.
A. How the Paris Emergency Judge Appoints a Provisional Administrator While You Stay Abroad
The provisional administrator, known as administrateur provisoire, is a court-appointed outsider, usually a licensed insolvency practitioner, who temporarily takes over all or part of the company’s management when its normal functioning is disrupted. The legal basis sits in case law applied through the emergency powers of the court president. Article 872 of the Code of Civil Procedure provides: “Dans tous les cas d’urgence, le président du tribunal de commerce peut, dans les limites de la compétence du tribunal, ordonner en référé toutes les mesures qui ne se heurtent à aucune contestation sérieuse ou que justifie l’existence d’un différend.” And Article 873 of the Code of Civil Procedure adds: “Le président peut, dans les mêmes limites, et même en présence d’une contestation sérieuse, prescrire en référé 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.” In practice, you petition the president of the Tribunal des activités économiques de Paris in summary proceedings, called référé, asking for the appointment, and the judge decides within three to eight weeks of the writ. You do not need to travel: your lawyer represents you under a power of attorney, the writ is served by a Paris bailiff, and the hearing is pleaded locally while you follow by secure videoconference where authorised.
Paris judges grant the appointment when two conditions are proven: abnormal functioning and imminent peril. A recent Paris order illustrates the test perfectly. On 30 June 2026, the president of the Tribunal des activités économiques de Paris, ruling in summary proceedings under case number RG 2026021004 concerning a Paris-registered SASU whose president had resigned and whose sole shareholder refused to complete the liquidation formalities, held that the file proved circumstances disrupting the normal functioning of that SAS and exposing it to imminent peril, plus a disturbance of public order arising from its mere legal existence, and appointed the SELARL P2G insolvency practice as provisional administrator with the widest powers to manage the company and complete the pending formalities. The vocabulary matters for your file: do not simply allege a disagreement, prove the disruption with documents, unanswered convocations, contradictory bank instructions, expired mandates, unfiled accounts, and prove the peril with figures, frozen bank account, unpaid URSSAF (Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the body collecting French social contributions) declarations, clients threatening termination, a Kbis about to become non-compliant. A fifty-fifty deadlock where neither side can convene a valid meeting, a president who empties the accounts while refusing all information, or a company without any legal representative after a resignation are textbook cases.
The administrator’s mission is tailored by the order: full takeover of management, or a limited mission such as convening the general meeting, approving the accounts, negotiating a buyout, or representing the company in a specific litigation. Their fees are advanced by the company, typically five to fifteen thousand euros for a limited mission and more for a full administration, and the order allocates the final burden. From abroad, this tool is your fastest lever: it neutralises the blocking partner within weeks, secures the assets, restarts the stalled formalities at the guichet unique (the single online filing portal run by the INPI, the French intellectual-property and business-formalities institute, through which all RCS filings now pass), and creates a neutral space where a negotiated buyout becomes possible. Ask your lawyer to request a mission that includes exploring a transfer of shares, because an administrator empowered to organise the sale can succeed where two warring partners cannot even agree on an expert. If the partner obstructs the administrator, the administrator reports to the judge, who can extend the mission, impose penalties, or draw the consequences at the dissolution stage. If the partner challenges the order, the appeal goes to the Paris Court of Appeal but does not suspend the administrator’s powers unless a stay is granted, which is rare in the face of proven peril.
Three Paris-specific practical points. First, jurisdiction: for a company whose registered office is in Paris, the competent court is the Tribunal des activités économiques de Paris, sitting near the Palais de justice on the Île de la Cité; filing anywhere else wastes months on a transfer. Second, language and documents: the writ and exhibits must be in French or accompanied by a certified translation, so have your English-language emails and foreign bank statements translated by a sworn translator before filing. Third, timing: summary proceedings run faster in Paris than dissolution on the merits, which takes twelve to twenty-four months, so the administrator is almost always the right first step. File the référé as soon as the deadlock is documented rather than after a year of sterile correspondence, because judges punish founders who let the company bleed and then cry urgency. A complete filing, writ plus bailiff service plus exhibits plus draft order, can be assembled in ten days with a responsive lawyer; an incomplete filing that the judge adjourns for missing documents costs you two months and teaches the blocking partner that you do not follow through.
B. When the Court Dissolves the Company for Deadlock and How to Challenge Each Step From Abroad
Dissolution for deadlock, called dissolution pour mésentente, is the exit of last resort. Article 1844-7 of the Civil Code lists the cases in which a company ends, including “Par la dissolution anticipée prononcée par le tribunal à la demande d’un associé pour justes motifs, notamment en cas d’inexécution de ses obligations par un associé, ou de mésentente entre associés paralysant le fonctionnement de la société”, meaning early dissolution pronounced by the court at the request of a shareholder for just cause, notably where a shareholder fails to perform their obligations or where disagreement between shareholders paralyses the company’s functioning. The action is brought before the judicial court, the Tribunal judiciaire de Paris for Paris-registered companies in most configurations, and any shareholder can file it. The court verifies three elements: a genuine and deep disagreement, not a passing mood; a paralysis of the company’s functioning, meaning collective decisions can no longer be taken or the business can no longer run normally; and the absence of a less radical remedy, such as a buyout or an administrator, that could still save the company. Abuse of the procedure is sanctioned: a majority shareholder who manufactures the deadlock to buy out the minority at a discount faces damages on top of the rejection of the claim.
The Court of Cassation confirmed the method in a recent judgment that foreign founders should know. On 28 May 2026, the Commercial chamber, appeal number 25-14.596, published at https://www.courdecassation.fr/decision/6a17dceecdc6046d4731fb44, rejected an appeal against a dissolution pronounced after years of conflict between two groups of shareholders: “Après avoir exactement énoncé que la société prend fin par la dissolution anticipée, prononcée par le tribunal, à la demande d’un associé pour justes motifs, notamment en cas de mésentente entre les associés paralysant le fonctionnement de la société”, the Versailles Court of Appeal had retained a deep disagreement between the two camps, chronic problems over premises, a major conflict over the capital split, and the paralysis of subsequent general meetings, and the Court of Cassation approved that reasoning. Two lessons follow. First, courts look at the reality of paralysis, not at theoretical majorities: even where one camp arithmetically holds the votes, the persistent refusal to sit, the boycott of meetings and the impossibility of running the assemblies normally establish the just cause. Second, build the file around the company’s life, not around personal grievances: produce the failed convocations, the minutes recording the absence of quorum, the unapproved accounts, the blocked investments, the clients lost, and the administrator’s report if one was appointed. Judges dissolve companies whose business is demonstrably stuck; they keep alive companies whose shareholders merely dislike each other but keep voting.
Dissolution is expensive and slow, which is why it must be threatened credibly and filed only when the numbers justify it. Expect eighteen to thirty months of proceedings in Paris, fifteen to forty thousand euros in legal and expert costs per side, a liquidator appointed by the judgment whose fees come out of the company’s assets, and a sale of the business or of its assets at a price that rarely rewards either camp. The BODACC publishes the dissolution, the RCS records the liquidator, the Kbis bears the mention “en liquidation”, banks freeze the facilities, and contracts with change-of-control clauses can be terminated. That is exactly why a well-prepared dissolution claim settles most cases: once the blocking partner understands that the alternative to selling their shares at an expert price is two years of litigation ending in a court-ordered sale, negotiation restarts. Structure every step as an opportunity to settle: letter before action proposing a buyout timetable, petition for an administrator with a sale mission, summons for dissolution with a mediation proposal attached. Paris courts themselves invite mediation in shareholder disputes, and a settlement homologated by the judge ends the war in weeks instead of years.
Challenging adverse decisions from abroad follows clear channels. Against an irregular exclusion vote, petition the Tribunal des activités économiques de Paris for annulment within the three-year limitation period, request interim suspension of the effects of the decision in référé where the buyout is being forced through, and contest the expert valuation only on the narrow grounds the law allows, since the appointment order itself is not subject to appeal. Against the appointment of an administrator, lodge an appeal before the Paris Court of Appeal and apply for a stay by demonstrating the absence of peril, while complying with the administrator in the meantime, because obstruction is held against you. Against a dissolution judgment, appeal within one month of service and request the stay of the liquidation operations that would irreversibly disperse the assets. In every case, keep the company alive while you litigate: approve the undisputed routine decisions, pay the social and tax charges, file the accounts that can be filed, and disclose the dispute to the incoming statutory auditor, the commissaire aux comptes (the independent auditor certifying the accounts of companies above legal thresholds), if the company has one. A founder who protects the company while fighting their partner wins credibility with judges; a founder who lets the company collapse to prove the deadlock often loses both the company and the case.
Conclusion
A blocking co-founder in a French SAS is a serious but solvable problem for a founder living abroad, provided the tools are used in the right order. Check your articles first: a well-drafted exclusion clause with a real adversarial phase and a price mechanism allows a clean buyout, while remembering that the targeted partner must be allowed to vote since the Court of Cassation’s 29 May 2024 judgment. When no vote can pass, petition the Paris emergency judge for a provisional administrator who secures the company within weeks, and keep judicial dissolution for genuine, documented paralysis, pleaded with figures and minutes rather than grievances. At every stage, evidence decides: RCS extracts, BODACC notices, convocations, minutes, accounts and expert reports weigh more than any argument about fairness. Distance changes nothing about your rights, but it changes everything about your organisation, so mandate a Paris lawyer early, translate your exhibits, and act while the company can still be saved rather than after it has bled out.