You live in London, New York, Dubai or Singapore and you run a French company. One morning your Paris accountant forwards you a resignation letter from the president of your SAS, the societe par actions simplifiee, the flexible limited company that most foreign founders choose for France. Or the opposite happens: the president, the person who alone can sign for the company, has stopped answering, has fallen out with you, or has taken a job with a competitor, and you need him gone this week. Meanwhile the bank keeps asking for the signature of the registered president, suppliers keep contracting with him, and the Kbis, the official identity card of your company issued by the greffe, the clerk’s office of the commercial court, still shows his name. Every day of delay extends the period during which he can still bind your company. This article explains, entirely from the point of view of a foreign owner living abroad, how to remove and replace the president of a French SAS without flying to France: what your articles can and cannot say about dismissal, how to appoint the successor at a distance, and how to make the change binding on everyone through the single online portal, the legal notice, the new Kbis and the automatic publication in the BODACC, the Bulletin officiel des annonces civiles et commerciales, the official gazette of company notices. If you are still hesitating between company forms, our pillar guide on choosing between a SAS, a SARL, a branch and a subsidiary in France explains why the SAS gives you this freedom, and what it costs in formalities.

I. How to Remove or Replace the President of Your French SAS While You Live Abroad

The SAS is the only major French company form where the law says almost nothing about how the boss is hired and fired, and leaves nearly everything to your articles of association, the statuts. That freedom is exactly what makes a cross-border change manageable, provided you read your own statuts before you act. A dismissal decided in breach of the statuts can be annulled, and a side agreement that contradicts the statuts will not save it. The Cour de cassation, the French supreme court for civil and commercial matters, has repeated this hierarchy in a long line of rulings, and each of them rewards the owner who follows the articles to the letter.

A. How to revoke the president or record a resignation under your articles of association

Start with the one sentence that governs everything. Article L. 227-5 of the Commercial Code provides that “Les statuts fixent les conditions dans lesquelles la société est dirigée.”, the articles of association set the conditions under which the company is managed. Unlike the SARL, the limited liability company with a rigid legal regime, or the SA, the public limited company, the SAS has no default legal rule on dismissal: no statutory majority, no statutory notice, no statutory severance. Your statuts decide who can dismiss the president, by which majority, for which reasons, and with what compensation, if any. The official business formalities portal states the practical consequence in plain terms: the decision to change the president must be voted and approved by the shareholders under the conditions laid down in the articles (Service Public Entreprendre, changing the company officer). It adds that the power to appoint the new president can even be given to a committee, a board or the majority shareholder, which matters when you live abroad and want one person to handle the transition.

In practice, foreign-owned SAS articles fall into three families. The first gives revocation ad nutum, dismissal at any time without reasons: the shareholders, or the sole shareholder, the associe unique, can remove the president whenever they wish, with immediate effect. The second requires a just motif, a fair ground such as misconduct, prolonged absence or a serious disagreement, sometimes with a notice period and a right for the president to be heard before the vote. The third combines both, for instance ad nutum dismissal with a contractual severance payment. Read your clause word by word, because the courts enforce it exactly as written. In a judgment of 9 March 2022, case number 19-25.795, the Commercial Chamber of the Cour de cassation approved a court of appeal ruling which had, in its words, “exactement énoncé que 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”, correctly stated that the conditions under which the officers of a SAS can be removed are, where the statute is silent, freely set by the articles, whether as to the grounds or the procedure. The articles in that case allowed removal at any time on a proposal of the president, and the court concluded, in the reported holding, that “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”, the removal could take place without any need to show a fair ground. The full decision is published at Cour de cassation, Commercial Chamber, 9 March 2022, no. 19-25.795. If your articles say nothing about grounds, you do not need any.

The mirror rule is just as strict: a private side deal cannot override the articles. On 12 October 2022, in case number 21-15.382, the same chamber held that “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. Si les actes extra-statutaires peuvent compléter ces statuts, ils ne peuvent y déroger.”, the articles set the management conditions, including removal procedures, and while off-statute instruments may supplement the articles, they cannot contradict them. In that dispute, a management letter promised a six-month severance for removal on fair grounds, while the articles said removal at any time without grounds gave no compensation at all, and the court applied the articles, not the letter. See Cour de cassation, Commercial Chamber, 12 October 2022, no. 21-15.382. Three years later the court went one step further: even a unanimous shareholders’ decision cannot contradict the articles on this point. In a reported ruling of 9 July 2025, case number 24-10.428, it stated that “les statuts de la société par actions simplifiée fixent les conditions dans lesquelles celle-ci est dirigée, notamment les modalités de révocation de ses dirigeants. Si une décision des associés peut compléter les statuts sur ce point, elle ne peut y déroger, quand bien même aurait-elle été prise à l’unanimité.”, the articles govern, a shareholders’ decision may supplement them but cannot depart from them, even unanimously. See Cour de cassation, Commercial Chamber, 9 July 2025, no. 24-10.428. The lesson for a distant owner is blunt: if you want different dismissal terms, amend the statuts first, then dismiss under the amended text, and never rely on an email promise, a side letter or a unanimous minute to patch over a contrary article.

Resignation follows the same logic in reverse. No statute imposes a notice period on a resigning SAS president; your articles, or the president’s management agreement, may. If they are silent, the resignation takes effect when it is notified to the competent body, but the resigning president must not leave the company headless in a way that harms it, and you must record the resignation in a formal decision the same day. Ask for a short written resignation letter stating the effective date, acknowledge it in the shareholders’ decision, and set the successor’s start date on the same day or the day after, so there is no gap in representation. From abroad, organise the decision remotely: most SAS articles allow consultation in writing or by video call, and a sole shareholder simply signs a proces-verbal, written minutes, of the sole-shareholder decision. Have the minutes state the legal basis in the articles, the identity of the outgoing president, the ground, resignation or revocation with the exact article reference, the effective date and time, and the decision on any severance or the express finding that none is due. That minute is the document the portal, the bank and any future court will read first, so it must match the articles word for word.

B. How to appoint the new president without flying to France

Appointing the successor is governed by the same freedom, and the same trap. The same portal page reminds owners that the appointment follows the articles, and that the appointment power can sit with a committee or the majority shareholder rather than a full meeting, which lets a foreign parent company designate the new president by a single written decision of its representative. Use that clause if you have it. If the outgoing president was named in the statuts themselves, by name, his replacement requires a formal amendment of the statuts, a modification statutaire, voted under the majority your articles set for amendments. If he was appointed by a separate decision, a new decision under the same procedure is enough, and the statuts stay untouched. This is why naming the president in the articles is convenient at incorporation but heavier at every change: most foreign-owned SAS do better with a statuts clause that leaves appointments to later decisions.

French law imposes almost no personal conditions on the incoming president, and that is good news from abroad. No French nationality and no French residence is required to chair a SAS. The file your portal declaration will demand is documentary, not personal: a copy of the passport or national identity card, or residence permit where applicable, of the new president, a signed sworn statement of no criminal disqualification, the declaration de non-condamnation, and a filiation statement giving the names of the father and the birth name of the mother. These are the exact supporting documents listed by the official portal for a change of dirigeant, company officer. If the new president lives outside France, add a certified translation of any foreign document where the greffe, the registrar, asks for it, and check whether the document needs an apostille, the international authentication stamp under the Hague Convention, or consular legalisation, because the registrar verifies the regularity of the file before registering it, and an unauthenticated foreign paper is the most common cause of rejection at a distance. Build this check into your timetable before the effective date, not after.

One structure deserves special attention from foreign groups: appointing a legal entity, a personne morale, as president of the French SAS, typically the foreign parent company itself. Article L. 227-7 of the Commercial Code allows it, but provides that “Lorsqu’une personne morale est nommée président ou dirigeant d’une société par actions simplifiée, 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, sans préjudice de la responsabilité solidaire de la personne morale qu’ils dirigent.”, where a legal entity is appointed president or officer of a SAS, the managers of that entity face the same conditions, duties and civil and criminal liability as if they were president in their own name, alongside the joint liability of the entity they manage. The parent company must also designate a permanent representative, a representant permanent, a named human being who speaks for it inside the SAS. For a small foreign group this doubles the paperwork and exposes the parent’s own directors to French liability, so most founders appoint a human president and keep the parent as shareholder only.

Finally, brief the incoming president on what the job actually entails under French law, because the signature powers start on the effective date you set. Article L. 227-6 of the Commercial Code states that “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts. 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.”, the company is represented towards third parties by a president appointed under the articles, vested with the broadest powers to act in all circumstances in the company’s name within the limit of the corporate purpose. The same article adds the sentence that makes speed essential: “Les dispositions statutaires limitant les pouvoirs du président sont inopposables aux tiers.”, limitations of the president’s powers in the articles cannot be invoked against third parties. Internal caps, co-signature requirements and spending thresholds bind the president towards the shareholders, and breaching them can justify dismissal and damages, but they do not protect the company against a supplier or a bank that dealt in good faith. The outgoing president keeps this formidable power until the change is published, which is why the filing described below is not administrative polish but legal protection. And the loyalty standard is high: in a reported ruling of 22 May 2019, case number 17-13.565, the Commercial Chamber recalled that “si l’administrateur d’une société exerce en principe librement son droit de vote, dans l’intérêt de la société, le devoir de loyauté auquel l’administrateur d’une société-mère est tenu à l’égard de celle-ci l’oblige, lorsqu’une décision est votée par le conseil d’administration de cette société, à voter dans le même sens au sein du conseil d’administration de la filiale, sauf lorsque cette décision est contraire à l’intérêt social de cette filiale”, a director votes freely in principle but the duty of loyalty towards the parent obliges him, when a decision is voted by the parent board, to vote the same way on the subsidiary board unless that decision runs against the subsidiary’s own corporate interest. See Cour de cassation, Commercial Chamber, 22 May 2019, no. 17-13.565. A departing president who carries files, clients or confidential data to a competitor is judged through exactly this lens, as the Lyon line of cases on disloyal competition confirms, see Cour de cassation, Commercial Chamber, 17 May 2023, no. 22-16.031. Write the handover, the return of equipment and access, and the reminder of confidentiality into the departure minute itself.

II. How to Make the Change Binding: File, Publish and Update Everything From Abroad

Between shareholders, the change takes effect on the date your decision sets. Towards everyone else, the bank, the tax office, the URSSAF, the social-security collection body, suppliers, customers and courts, it takes effect when it is published. French commercial law states the rule without ambiguity. Article L. 123-9 of the Commercial Code provides that “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.”, a person subject to registration cannot invoke against third parties or public authorities facts and acts subject to entry unless they have been published in the register. The Cour de cassation applies this text literally: in a reported ruling of 27 November 2024, case number 22-24.511, it restated that “la personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques les faits et actes sujets à mention que si ces derniers ont été publiés au registre du commerce et des sociétés”, registration publication is the condition for invoking the change. See Cour de cassation, Commercial Chamber, 27 November 2024, no. 22-24.511. Until the new president is on the register, the old one can still produce a Kbis in his name, and your internal minute will not impress a bank clerk or a judge. The whole second half of the operation is therefore about publishing fast, and every step can be done online from abroad.

A. How to file on the Guichet Unique, publish the legal notice and get a new Kbis

France has concentrated all business formalities in one place. Article R. 123-1 of the Commercial Code describes “L’organisme unique mentionné à l’article L. 123-33 permet aux entreprises de réaliser l’ensemble des formalités et procédures nécessaires à l’accès et à l’exercice de leur activité.”, the single body through which businesses complete all formalities needed to access and carry on their activity. In everyday language this is the Guichet des formalités des entreprises, the online single portal run with the INPI, the Institut national de la propriété industrielle, the national institute that also handles trademarks and now routes company filings. You no longer file paper with the local greffe; you file one electronic dossier on the portal, which forwards it to the registrar, the tax office, the INSEE statistics institute and the social bodies. The official guide for changing a dirigeant gives the deadline plainly: the change must be declared within one month on the single-portal website (Service Public Entreprendre, changing the company officer). The same one-month clock runs for the legal announcement described next, so organise both in the same week as the decision.

The legal announcement, the annonce légale, comes first in practice because the portal asks for its proof. The new president must publish the change, as recorded in the minutes, in a support d’annonces légales, an authorised legal-notices outlet for the departement of the registered office, within one month. The notice must contain the outgoing and incoming names, the ground for the change, the effective date, the company name and form, the registered-office address, the Siren number, the unique nine-digit company identifier issued at registration, the share capital, and the RCS registration reference with the city of the registering court. Once published, the outlet issues an attestation de parution, a certificate of publication, which goes into the portal file. For a company whose siege social, registered office, sits in Paris, the competent outlet is a Paris-authorised one and the registrar is the greffe of the Paris commercial court, but the procedure and the one-month deadline are national, and the filing itself is identical whether you click from Paris or from abroad. If the outgoing president was named in the statuts, the announcement must also reflect the statutory amendment, and the updated statuts, signed and certified, join the file. Article R. 210-9 of the Commercial Code states the underlying duty: “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.”, where an item in the statutory formation notice lapses following an amendment of the articles or another instrument, decision or resolution, the change is published under the same conditions. The notice reproduces the old wording next to the new one, so a reader sees exactly who left and who arrived.

The portal dossier then contains the signed minutes showing the identity of the outgoing and incoming presidents, the publication certificate, the updated statuts where amended, the new president’s identity document, the sworn no-disqualification statement and the filiation statement. Article L. 210-7 of the Commercial Code provides that registration follows “vérification par le greffier du tribunal compétent de la régularité de sa constitution”, verification by the competent court registrar of the regularity of the company’s formation, and the same verification applies to amendments, which is why a mismatched name, a missing signature or an unauthenticated foreign document produces a rejection notice rather than a new Kbis. Answer rejections within days: the one-month deadline keeps running, and while late filing does not annul the appointment between shareholders, it prolongs the window in which third parties can treat the old president as the company’s face. Once the registrar validates, the RCS entry is updated, the greffe issues a new Kbis bearing the new president’s name, and the registrar automatically feeds the BODACC, so the change becomes opposable, binding on third parties, nationwide. Download the new Kbis the day it issues and check three lines before anything else: the company name and Siren, the incoming president’s exact spelt name, and the absence of the outgoing name. Every later step, bank, contracts, payroll, depends on those three lines.

B. How to update the bank, the beneficial-owners register, payroll bodies and contracts from abroad

The bank is the most urgent update and the most stubborn at a distance. French banks verify the identity of the company’s legal representative before moving signature powers, online access and cards, and they work from the new Kbis, not from your internal minute. Send the relationship manager the new Kbis, the minutes, the new president’s passport and proof of address, and the updated signature card the day the Kbis issues, and ask in the same message for written confirmation that the outgoing president’s individual powers, cards and remote access are revoked. Until that confirmation arrives, treat the old access as live: the outgoing president’s card and login technically still work, and payments he orders to a good-faith recipient can still bind the company under the representation rule quoted above. If the company holds several accounts, repeat the update at each bank, because signature powers are per account, not per company. Founders who went through an account-opening battle will recognise the reflexes from our guide on forcing a bank to open, or keep, a French company account from abroad: documentary files, written confirmations, and a paper trail of every request.

Next, check the RBE, the registre des bénéficiaires effectifs, the beneficial-owners register kept with the trade register. A change of president does not automatically change the beneficial owners, and the portal says so expressly, but in owner-managed companies the outgoing president is often also a shareholder above the 25 percent threshold or the person exercising control, and the incoming one may be too. Article L. 561-46 of the Monetary and Financial Code requires covered companies to declare to the trade register, through the single portal, “les informations relatives aux bénéficiaires effectifs”, the information on beneficial owners. During the portal filing you are always asked whether the beneficial-owner position has changed; if nothing changed, tick the no-change box, and if the shareholding or control moved with the presidency, file the updated DBE declaration, the beneficial-owner form, within thirty days of the change. Our companion guide on declaring and fixing beneficial owners from abroad walks through that filing line by line. Treat a bank letter mentioning beneficial owners in the weeks after a presidential change as a priority, not as routine: banks cross-check the RBE against the Kbis, and a mismatch freezes files.

The remaining updates follow the same pattern: tell each counterparty that can still rely on the old publication, with the new Kbis attached. For payroll and social bodies, your accountant handles the affiliation of the incoming president, who in a SAS belongs to the general social-security scheme as an assimilé salarié, a quasi-employee for social-security purposes without an employment contract, and the radiation, removal, of the outgoing one, through the DSN, the déclaration sociale nominative, the monthly electronic payroll return, and direct notifications to the URSSAF and the complementary pension body. For the tax office, the portal transmission normally suffices, but have the accountant confirm that the dirigeant change is reflected in the professional-tax and VAT correspondent records. For contracts, notify the landlord, the insurer, the main suppliers and customers, the INPI agent if trademarks are in the company’s name, and any court or administration where a case is pending, because procedural representation follows the current president. Collect from the outgoing president on his last day the company seals, cheque books, tokens, badges, keys and every digital access, change all passwords he knew, and revoke his powers of attorney in writing with a copy to each attorney. The liability framework makes this hygiene more than tidiness: Article L. 227-8 of the Commercial Code provides that “Les règles fixant la responsabilité des membres du conseil d’administration et du directoire des sociétés anonymes sont applicables au président et aux dirigeants de la société par actions simplifiée.”, the liability rules for SA board members apply to SAS presidents and officers, and the referenced Article L. 225-251 holds them liable “soit des infractions aux dispositions législatives ou réglementaires applicables aux sociétés anonymes, soit des violations des statuts, soit des fautes commises dans leur gestion”, for breaches of company legislation, violations of the articles, or management faults. A clean dated handover, with accounts, ongoing contracts, disputes and access listed and signed by both sides, protects the incoming president against inheriting unknown faults and protects the company against a later claim that the transition itself caused the loss.

Conclusion

A SAS presidency can be changed entirely from abroad, but only in the right order. Read the articles first and dismiss or record the resignation exactly as they require, because side letters and even unanimous minutes cannot contradict them. Appoint the successor in the same decision, check his papers and any authentication stamp before the effective date, and set resignation and appointment on consecutive days so the company is never headless. Publish the legal notice and file the single-portal dossier inside the one-month deadlines, chase the registrar’s validation until the new Kbis issues, and verify the three decisive lines before using it anywhere. Then spend the second week closing the old president’s powers everywhere they survive: each bank account in writing, the beneficial-owners register where the shareholding moved with the chair, the payroll chain through your accountant, and every contract, insurer, landlord and pending court file with the new Kbis attached. Against third parties nothing exists until it is published, and the president’s signature binds the company beyond every internal limit, so the days between the decision and the BODACC entry are the dangerous ones. Owners who treat the filing as the real dismissal, and not as paperwork after the real dismissal, come through a presidential change with their company intact, their bank working and their liability trail clean, all without boarding a plane.