You live in London, New York, Dubai or Singapore and you run a French company from there. One morning an email from Paris ruins your week: your manager (gérant, the legal representative of a SARL, the French limited liability company with intuitu personae) or your president (président, the legal representative of a SAS, the simplified joint-stock company favoured by foreign founders) has resigned with immediate effect, or your co-shareholders have just voted him out while you were asleep in another time zone. The company now has no one entitled to sign, the bank starts asking questions, suppliers hesitate, and the Kbis (the official company identity extract issued by the greffe, the clerk’s office of the commercial court) still shows the name of a person who no longer represents anything. French law does not let a company drift without a legal representative, and it does not let a stale Kbis bind third parties forever. Every step, from recording the departure to registering the successor, can be completed from abroad if you follow the right order: decide validly under your statutes, publish the change in a legal-notices journal within one month, file the whole package on the Guichet unique (the single online portal for company formalities, operated with the INPI, the French intellectual-property and companies institute), and collect a Kbis in the new name. This article explains how to remove and replace the director of a SARL or a SAS while living abroad, which majorities apply, what the Cour de cassation (the supreme court for civil, commercial and criminal matters) says about removals without cause, and how the Paris greffe (the clerk’s office of the Paris commercial court) processes your filing.
Two vocabulary points before starting, because every French acronym below is explained once and then used. The RCS (registre du commerce et des sociétés, the trade and companies register kept by each greffe) is where your company lives administratively; the Siren number (the nine-digit unique company identifier issued by INSEE, the national statistics institute) never changes, while the Kbis reflects the current position. The BODACC (bulletin officiel des annonces civiles et commerciales, the official gazette of company notices) is where the greffe automatically publishes the change, and that publication is what makes the new director enforceable against third parties. If you have not yet chosen between company forms, read our guide on choosing the right French vehicle: SAS, SARL, branch or subsidiary, because the replacement procedure below depends entirely on the form you picked.
I. Close the departure and appoint the successor without breaking the company
A. Record the resignation or vote the removal: the SARL route and the SAS route
A resignation is a unilateral act: once the director has notified it to the company, the departure is a fact you must record, not a request you must accept. What matters for you, sitting abroad, is to fix the date of that notification in writing, because every downstream deadline runs from the decision date, and to convene the shareholders immediately so the company is not left headless. A removal (révocation) is the mirror image: it is the shareholders who act, and they must do so by a valid collective decision, otherwise the ousted director challenges the appointment of his successor and paralyses the company for months. The official procedure published by the French administration states the common starting point plainly: changing a director necessarily involves a collective decision of the shareholders, and the terms of that decision depend on the legal form of the company (service-public.fr, Changer le dirigeant de la societe, verified 5 September 2025). The same page adds the practical rule you will apply in both forms: the change must be written up in minutes (procès-verbal) showing both the outgoing and the incoming director.
In a SARL, the statute gives you both the appointment rule and the removal rule. Article L223-18 of the Commercial Code provides that “Ils sont nommés par les associés, dans les statuts ou par un acte postérieur, dans les conditions prévues à l’article L. 223-29”, which means the manager is appointed by the shareholders either in the articles or by a later decision taken under the majority of Article L223-29. Article L223-29 of the Commercial Code sets that majority: “Dans les assemblées ou lors des consultations écrites, les décisions sont adoptées par un ou plusieurs associés représentant plus de la moitié des parts sociales.” In practice, more than half of the shares must approve the appointment of the new gérant, unless your articles demand a higher majority, and the articles should be checked from abroad before any meeting because a higher contractual threshold surprises many foreign majorities. The administration confirms this reading and adds two points foreign owners often miss: the shareholder-manager may vote on the meeting that decides his own removal, and the mention of the manager’s name in the articles becomes ineffective (caduque) as soon as the removal is voted, even before the articles are formally updated (service-public.fr, Changer le dirigeant de la societe). You may then delete the outgoing name from the articles by a shareholder decision taken at the same majority.
Removal in a SARL does not require you to prove misconduct, but removing without a defensible reason has a price. Article L223-25 of the Commercial Code states that “Le gérant peut être révoqué par décision des associés dans les conditions de l’article L. 223-29”. Unless the articles require a stronger majority, a removal decided without just cause still stands but can cost money: “Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts.” The removal itself stands even without just cause; only damages may follow. From abroad, this means you should separate the two questions in your minutes and your correspondence: first, the company validly removes and replaces, which secures continuity; second, you assess and contain the compensation risk by documenting the business reasons for the change, settling the outgoing manager’s current account and unpaid remuneration quickly, and avoiding humiliating circumstances around the vote. Courts can also remove a manager for legitimate cause at the request of any shareholder, since the same article adds that “le gérant est révocable par les tribunaux pour cause légitime, à la demande de tout associé”, a route useful when a minority shareholder faces an entrenched manager who refuses to convene anyone.
Deadlock is the nightmare scenario for an owner living six time zones away: the sole manager resigns, nobody convenes, and the company cannot sign even the filing that would appoint his replacement. The statute anticipates exactly this hole. Article L223-27 of the Commercial Code provides that “Si, pour quelque cause que ce soit, la société se trouve dépourvue de gérant ou si le gérant unique est placé en tutelle, le commissaire aux comptes ou tout associé convoque l’assemblée des associés à seule fin de procéder, le cas échéant, à la révocation du gérant unique et, dans tous les cas, à la désignation d’un ou de plusieurs gérants.” Any shareholder, even from abroad and even a minority one, can therefore convene the meeting whose sole purpose is to appoint one or more managers. The administration adds that decisions in a SARL can be taken in a meeting, by written consultation or, if the articles allow, by videoconference, which is how you act without flying to Paris: written consultation of the shareholders, electronic signature of the minutes, and a properly convened process recorded step by step. Note the trap the statute also sets: an irregularly convened meeting can be annulled, although the action fails when every shareholder was present or represented, so circulate the convocation, the agenda and the draft resolutions to everyone and keep proof of sending.
In a SAS, everything flows from the articles, and that freedom is both your tool and your risk. Article L227-5 of the Commercial Code contains the whole architecture in one sentence: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” Appointment, removal, majority, convening authority, even the identity of the body that decides, all of it is contractual. The administration summarises the consequence: the decision to change the president is voted and approved by the shareholders under the conditions set by the articles, and the power to appoint the new president may even be given to a committee, a board or the majority shareholder (service-public.fr, Changer le dirigeant de la societe). Before doing anything from abroad, pull your SAS articles and read the clauses on management: who appoints, who removes, with what majority, with what notice, and whether the president is named in the articles themselves, because if he is, the change also requires an amendment of the articles. Founders who copied a template without reading it discover at this stage that removal requires unanimity or that only a specific committee can act; that discovery, painful as it is, is far cheaper before the vote than in front of a judge afterwards.
The Cour de cassation has confirmed twice in recent years how literally that contractual freedom is taken. In a 9 March 2022 ruling, the commercial chamber recalled that “les conditions dans lesquelles les dirigeants d’une société par actions simplifiée peuvent être révoqués de leurs fonctions sont, dans le silence de la loi, librement fixées par les statuts, qu’il s’agisse des causes de la révocation ou de ses modalités” (Cass. com., 9 March 2022, No 19-25.795). The articles in that case provided that the executives “sont révocables à tout moment par l’associé unique ou, en cas de pluralité d’associés, par l’assemblée générale ordinaire des associés sur proposition du président”, and the Court approved the conclusion that, without adding to that clause, it made revocation conditional on nothing: “c’est à bon droit que l’arrêt décide que la révocation de M. [N] en tant que directeur général de la société Hubbard pouvait intervenir sans qu’il soit nécessaire de justifier d’un juste motif” (Cass. com., 9 March 2022, No 19-25.795). If your articles say “at any time”, you may remove at any time; if they require just cause, you must build the file proving it before voting.
The second ruling sets the boundary you must not cross when drafting the package from abroad. On 12 October 2022 the same chamber held that “Il résulte de la combinaison des articles L. 227-1 et L. 227-5 du code de commerce que les statuts de la société par actions simplifiée fixent les conditions dans lesquelles la société est dirigée, notamment les modalités de révocation de son directeur général”, and added the decisive limit: “Si les actes extra-statutaires peuvent compléter ces statuts, ils ne peuvent y déroger” (Cass. com., 12 October 2022, No 21-15.382). In that case the articles excluded any indemnity on departure while a side letter promised six months’ pay without just cause, and the Court let the articles prevail. For a foreign owner this is a drafting warning with immediate consequences: any golden-parachute, notice period or non-compete compensation promised to the incoming director should be written into the articles themselves or into a shareholders’ decision that respects them, not parked in an employment-style side letter that the articles contradict. Put the money terms where the Court looks, which is the articles.
B. Appoint the successor properly: votes, written process and the foreign-director file
Appointing the successor is where most do-it-yourself filings fail, because founders confuse designating a person with making him a director. In a SARL, the appointment follows the same majority as the removal: shareholders representing more than half of the shares, in a meeting or by written consultation, with minutes naming the incoming gérant, the outgoing gérant and the effective date. Check first whether the outgoing manager’s name appears in the articles; the administration notes that the mention becomes ineffective upon removal but that cleaning it up requires a shareholder vote at the same majority, so bundle the appointment and the articles update in the same decision to save a second round trip through publication and filing. If the company has a single shareholder and a single manager who just resigned, that sole shareholder records both decisions alone, which is the simplest configuration and the reason many foreign founders hold 100 percent through a holding company. Keep the chain of documents complete from this stage: resignation letter with proof of receipt or removal minutes, appointment minutes, updated articles signed and certified, identity documents of the newcomer. The greffe checks the chain, and a missing link comes back as a rejection six weeks later.
In a SAS, mirror the articles exactly, because the Court enforces them literally as shown above. If the articles give appointment power to the shareholders collectively, convene them in the forms the articles prescribe: notice period, agenda, information documents, majority, and whether written consultation or videoconference is allowed. If the articles give the power to the majority shareholder, a committee or the president himself, have that body decide and keep proof of its authority. Single-shareholder SAS structures, very common for foreign groups, simplify everything: the sole shareholder decides alone and the decisions are entered in the register, with the annual-accounts machinery of Article L227-9 of the Commercial Code confirming that “L’associé unique ne peut déléguer ses pouvoirs” and that “Ses décisions sont répertoriées dans un registre.” A foreign parent company acting as sole shareholder signs through its own representative, so attach proof of that representative’s authority to the file; Paris greffes see this configuration daily and accept it when the chain of powers is documented. Whatever the form, the minutes must state the surname, first names, date of birth, nationality and address of the incoming director and the date his functions start, because the legal-notices journal and the Guichet unique reproduce exactly what the minutes say.
The newcomer’s personal file deserves the same rigour as the vote, especially when he is himself a foreigner. The official checklist for the filing requires a copy of the national identity card, passport or residence permit of the new director, a signed declaration of non-conviction (declaration sur l’honneur de non-condamnation), and a filiation statement giving the father’s full name and the mother’s maiden name and first names (service-public.fr, Changer le dirigeant de la societe). A non-EU incoming director checks two further points before accepting: whether his immigration status allows him to manage a French company, and whether a foreign criminal record or a personal bankruptcy abroad could contradict the declaration, because a false declaration exposes him personally while the filing looks regular. When the new director is a legal entity rather than a person, which foreign groups often prefer, its own legal representative bears the same conditions and liabilities as if he were director in his own name: Article L227-7 of the Commercial Code provides that “les dirigeants de ladite personne morale sont soumis aux mêmes conditions et obligations et encourent les mêmes responsabilités civile et pénale que s’ils étaient président ou dirigeant en leur nom propre”. Name a real human being behind the entity and document his authority.
Two protective moves complete the appointment before you file anything. First, settle the departure financially and in writing: pay the outgoing director’s outstanding remuneration and current-account balance (compte courant, the shareholder or director loan account recording advances to the company), hand over or revoke keys, badges, bank powers and digital accesses on the effective date, and have both sides sign a short statement of the handover. Second, verify whether the change also moves the beneficial owners (beneficiaires effectifs, the persons ultimately controlling the company, declared in the RBE register): the administration warns that a director change does not automatically alter beneficial ownership, but that when the director is also a shareholder, a fresh beneficial-owner declaration (DBE) must be filed on the Guichet, and that the online process always asks the question, with a simple “no change” box when nothing moved (service-public.fr, Changer le dirigeant de la societe). Skipping that question is the most common cause of a filing marked incomplete, and the administration flags heavy sanctions up to striking the company off for persistent beneficial-owner failures.
II. Make the change enforceable: publish, file and update everything from abroad
A. Legal notice within one month, Guichet unique filing and the new Kbis
French company law makes the change enforceable in three successive layers, and missing any one of them leaves a different hole. The first layer is the legal notice (annonce legale): the incoming director must publish the change, as recorded in the minutes, in a legal-notices journal (support d’annonces legales, a newspaper authorised to receive company notices) within one month. The notice must contain the outgoing name, the reason for the change, the incoming name with the start date, the company name, form, registered-office address, Siren number, share capital and the RCS plus the city of the registering greffe (service-public.fr, Changer le dirigeant de la societe). Order it online from abroad the day the minutes are signed: authorised journals serve the whole country electronically, the attestation of publication (attestation de parution) arrives by email, and that attestation is a mandatory exhibit of the filing. Founders who wait until the last week discover that a misspelled name in the notice forces a corrective notice and restarts the clock, so proofread the draft against the minutes before paying.
The statutory backbone of that one-month deadline sits in the Commercial Code. Article R123-105 of the Commercial Code requires that “Les actes, délibérations ou décisions modifiant les pièces déposées lors de la constitution sont déposées dans le délai d’un mois à compter de leur date”, and adds the certified-articles rule: “Y est joint un exemplaire mis à jour des statuts ou du contrat de groupement établi sur papier libre et certifié conforme par le représentant légal”. In other words, within one month of the decision date you must deposit the amending documents plus updated articles certified as conforming by the legal representative, which will normally be the incoming director signing his first act. Publication of the amending notice follows the same logic: Article R210-9 of the Commercial Code provides that “Si l’une des mentions de l’avis prévu à l’article R. 210-3 est frappée de caducité par suite de la modification des statuts ou d’un autre acte, délibération ou décision, la modification intervenue est publiée dans les conditions prévues à l’article R. 210-3”, with the notice signed by the legal representatives and showing the old text next to the new one. Read together, the two articles describe your critical path: decide, publish the notice, then file everything within the month.
The second layer is the filing itself, and since 2023 there is only one door: the Guichet unique. Article L123-33 of the Commercial Code states that “toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration, d’une personne ou d’un organisme mentionnés à l’article L. 123-32 par le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer”, and that “Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet.” The change of director must therefore be declared within one month on the Guichet des formalites des entreprises (Article L123-33; formalites.entreprises.gouv.fr), with the exhibits the administration lists: the minutes showing both directors, the publication attestation, the updated articles where amended, the newcomer’s identity document, non-conviction declaration and filiation statement (service-public.fr, Changer le dirigeant de la societe). File from abroad with a qualified electronic signature; if you mandate a Paris-based counsel or formalist, a signed power of attorney goes into the package. When the greffe finds the file regular and complete, the deposit counts as declared to every recipient body, and incomplete files bounce back with a correction request rather than a silent registration, so answer correction requests within days and keep the filing receipt.
The third layer is automatic but decisive: the greffe enters the change in the RCS and publishes it in the BODACC, and that publication is what makes the new director enforceable against third parties. The administration states it directly: after the declaration, automatic insertion in the BODACC by the greffe makes the director change opposables aux tiers, enforceable against third parties (service-public.fr, Changer le dirigeant de la societe). Order a fresh Kbis the week after the BODACC publication and check every line: company name, form, capital, registered office, Siren, and above all the identity of the legal representative. Until the Kbis shows the newcomer, banks, notaries and counterparties keep asking for the former director’s signature, and any contract signed in the interval should carry both the minutes appointing the newcomer and, where the counterparty insists, a copy of the filing receipt. Keep in mind the stick behind the procedure: Article L210-7 of the Commercial Code provides that “tout intéressé est recevable à demander en justice que soit ordonnée, sous astreinte, la régularisation de la constitution”, with the same mechanism applicable to amendments of the articles, so a shareholder, a creditor or the public prosecutor can have a court order the missing filing under a daily penalty. Filing late is therefore not a paperwork delay but an open door to litigation.
One reassuring point for business continuity while the paperwork travels: acts signed by the former director before his departure remain the company’s acts, and the company is broadly bound even by acts beyond its stated purpose. Article L223-18 of the Commercial Code provides for the SARL manager that “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”. Article L227-6 of the Commercial Code mirrors it for the SAS president, providing that “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”. Internal limits in your articles cannot be thrown at third parties. The practical consequence cuts both ways: your customers’ contracts survive the director’s exit, which protects revenue, but a departing director who signs between his resignation and the BODACC publication may still bind the company vis-a-vis a good-faith counterparty, which is why you notify the bank, the main suppliers and the landlord the same day, revoke his powers in writing, and publish fast.
B. Paris and Ile-de-France specifics: greffe, notices, banks and the aftermath
When the company’s registered office sits in Paris or elsewhere in Ile-de-France, the procedure above runs through Parisian institutions with their own practical habits, and integrating them from the start saves weeks. The competent greffe is the clerk’s office of the commercial court of the registered office: the Greffe du tribunal de commerce de Paris for a Paris address, and the greffes of Nanterre, Bobigny or Creteil for the inner suburbs. Your legal notice must be published in a journal authorised in the departement of the registered office, so a Paris company publishes in a Paris-authorised support; all major Paris journals accept fully online orders with same-week electronic attestations, and their templates already contain the RCS Paris mention plus the Siren number fields the administration requires. Filing fees and greffe emoluments for a director change are modest, typically in the low hundreds of euros including the BODACC insertion, and the Guichet collects them online at filing. Build the calendar backwards from abroad: minutes on day one, notice order on day two, Guichet filing within the first fortnight, BODACC and fresh Kbis usually within two to four weeks after a complete filing, faster when nothing bounces.
Paris banks deserve a dedicated step because they apply their own compliance clock on top of the legal one. The day the minutes are signed, send the bank branch holding the company account a registered email with the resignation or removal minutes, the appointment minutes, the newcomer’s identity document and proof of address, and the publication attestation once available; ask in the same message for the revocation of the former director’s powers and individual login tokens, and for the activation of the newcomer’s. Until the bank updates its authorised signatories, wire transfers above the branch threshold keep requiring the old signature scheme, and branches in Paris routinely freeze sensitive operations when the Kbis and their files disagree. Order the updated Kbis from the Paris greffe or Infogreffe (the national portal distributing Kbis extracts) and forward it to the bank the day it arrives. If the company holds accounts in several banks, replicate the notification everywhere on the same day, because a revoked director whose token still works in one bank is a dispute waiting to happen. Foreign owners who appointed themselves as successor complete the same loop: the bank re-identifies you under anti-money-laundering rules, sometimes in person or by video-identification, so start that process in parallel with the Guichet filing rather than after it.
The aftermath checklist separates companies that merely survive the change from those that stay clean afterwards. Tax and social bodies follow the RCS automatically, but verify that the company’s contact details and the new representative’s identity propagate to the corporate-tax and VAT accounts on impots.gouv.fr (the tax administration portal) and that payroll, if any, continues under the correct signatory; a change of director is not a change of employer, so employment contracts, pay runs and the DSN (declaration sociale nominative, the monthly payroll data return) continue untouched, with only the signatory updating. Insurance policies, the commercial lease, regulated-activity licences and powers of attorney granted by the former director should each be reviewed: licences attached to the person rather than the company may need a fresh application, and mandates the former director granted survive only within their terms, so reissue the ones the business needs under the newcomer’s signature. If the outgoing director was also a shareholder, keep the two files strictly separate: the director change follows the procedure above, while any share transfer follows its own approval, price and registration track, and mixing the two in one document creates exhibits that serve the other side later.
When no successor is yet available, Paris offers emergency exits rather than a vacuum. A shareholder can ask the president of the Paris commercial court, ruling in summary proceedings, to appoint a provisional administrator (administrateur provisoire) or a court agent (mandataire de justice) charged with convening the shareholders or temporarily managing the company; the SARL statute itself opens the convening route to any shareholder when the company has no manager left, as shown above. These interim solutions cost money and attract judicial attention, so treat them as bridges of a few weeks while you recruit, not as management substitutes. Conversely, if the dispute is not absence but conflict, for instance a removed president who refuses to hand over the keys, the bank tokens and the digital accounts, have a bailiff (commissaire de justice) record the refusal, change the accesses unilaterally where the provider contracts allow, and seek an injunction ordering handover under penalty; Paris courts grant such orders routinely when the minutes and the filing are in order, and refuse them when the underlying appointment is doubtful, which is one more reason to decide validly first. In every scenario the sequence never changes: valid decision, fast publication, complete filing, fresh Kbis, then notification of the world.
Conclusion
A director who quits or is voted out while you live abroad feels like a crisis, and it is one, but French law gives you a complete toolkit if you use it in order. Record the departure and appoint the successor by a decision that respects your form: more than half of the shares in a SARL, the exact contractual body and majority in a SAS, with minutes naming both directors and the effective date. Remember the two-sided case law on removals: without just cause a SARL removal stands but can cost damages, and in a SAS the articles decide everything, including whether cause is needed at all and whether any indemnity survives, with side letters unable to contradict them. Then make the change enforceable within one month: legal notice with all mandatory mentions, single Guichet unique filing with the full exhibit chain, automatic BODACC publication, and a fresh Kbis checked line by line. In Paris and Ile-de-France, run the bank-signatory update and the greffe filing in parallel, notify counterparties the same day, and never leave the company without a representative while paperwork travels. Decide validly, publish fast, file completely: the company keeps signing, collecting and paying without interruption.