Your company was formed in France, but you run it from London, New York, Dubai or Singapore. The French bank account is getting thin, a supplier is asking for payment guarantees, and your accountant in Paris writes that the equity of your société par actions simplifiée (SAS, the flexible French joint-stock company most foreign founders choose) no longer covers new contracts. Your French lawyer mentions two words: increase the capital. A capital increase (augmentation de capital) means raising the share capital of the company by creating new shares or raising the nominal value of existing ones, against fresh money or assets brought in by the shareholders. For a founder living abroad, it is the cleanest way to put cash back into the business, restore credibility with banks, and prepare the next hire. It is also a strictly supervised operation: the shareholders must vote it, the existing shareholders hold a preferential right to subscribe, the money must be paid and proved, and the commercial court registry (greffe, the clerk’s office of the commercial court that keeps the company register) must record it before the new capital fully exists against third parties. This guide explains how to vote and pay a capital increase in a French SAS or SARL (société à responsabilité limitée, the French private limited company) when you live abroad, what goes wrong when a majority shareholder uses an increase to squeeze out a minority, and how to file the operation so the registry accepts it the first time. If you are still hesitating between legal vehicles, read first our guide on choosing between a SAS, a SARL, a branch and a subsidiary in France as a foreign founder, which serves as the hub for this series on doing business in France from abroad.

I. How do you vote and pay a capital increase in your French company from abroad?

A. Who decides the capital increase and what happens to preferential subscription rights?

In a French SAS, everything starts with the articles of association (statuts). The SAS is defined by the Commercial Code as a company that “peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport”, in a chapter that leaves shareholders wide freedom to organise decision-making: the sole shareholder of a one-person SAS (SASU) exercises alone the powers given to shareholders whenever the chapter requires a collective decision (Article L227-1 of the Commercial Code). In practice, this means your first reflex as a foreign founder is to open your own statuts: they say which body votes a capital increase, with which majority, and whether shareholders may vote by videoconference, by written consultation or through a proxy sent from abroad. If the articles are silent, the default regime of public limited companies applies to the SAS where compatible with its special rules, and that default regime is demanding.

Under the default regime, “L’assemblée générale extraordinaire est seule compétente pour décider, sur le rapport du conseil d’administration ou du directoire, une augmentation de capital immédiate ou à terme” (Article L225-129 of the Commercial Code). Only an extraordinary general meeting (assemblée générale extraordinaire, AGE) can decide the increase, on the basis of a report, and the same article adds that the increase must be completed within five years of the decision. The meeting can also delegate its power to the board or management, but that delegation is framed: when the meeting delegates its authority to decide the increase, it sets a duration “qui ne peut excéder vingt-six mois” and an overall ceiling for the operation (Article L225-129-2 of the Commercial Code). For a founder abroad, the delegation is a useful tool: one trip to Paris, or one properly convened remote meeting, can authorise the president to complete the increase in tranches over the next twenty-six months as cash needs arise, instead of reconvening the shareholders each time.

The second question the meeting must settle is who gets the new shares. French law gives existing shareholders a preferential subscription right (droit préférentiel de souscription, DPS): “Les actions comportent un droit préférentiel de souscription aux augmentations de capital” (Article L225-132 of the Commercial Code). Each shareholder may subscribe in proportion to their existing holding, so that a shareholder who does nothing keeps the same percentage of votes and dividends. The administration’s own guidance illustrates the mechanism with a simple example: a shareholder holding 25 of 100 shares owns 25 percent of the votes; if the company issues 100 new shares and that shareholder subscribes to none, the holding falls to 12.5 percent, which is dilution in its pure form (Service Public Entreprendre, increase the share capital). The meeting that decides the increase may remove that right for all or part of the operation (Article L225-135 of the Commercial Code), typically to let a new investor in, but removing it requires a specific vote on the basis of reports, and in a SAS the articles often add an approval (agrément) clause under which new shareholders must be accepted by the existing ones. From abroad, the practical discipline is therefore simple: circulate the draft resolutions early, offer every shareholder their preferential right in writing with a clear deadline, and have anyone who waives it sign an express waiver. Most dilution disputes described below start with a shareholder who discovers the increase after it happened.

If your company is a SARL rather than a SAS, the voting logic is similar but the payment discipline is stricter at subscription: where capital is increased by issuing new parts against cash, the new parts must be released (libérées, actually paid up) of at least one quarter of their nominal value at subscription, and the balance must be paid within five years of the day the increase became effective (Article L223-32 of the Commercial Code). A foreign shareholder who signs subscription forms from abroad must therefore wire at least that first quarter immediately, with proof of transfer kept for the file, and calendar the balance. In a SASU with a single shareholder, the procedure is lighter — the sole shareholder records unilateral decisions in the special register kept at the registered office — but the payment and filing obligations are identical, and the register must be properly kept, numbered and initialled, because the greffe can ask to see the decision trail.

B. Cash, share premium or assets in kind: how do you fund and prove the new money?

Once the vote is secured, the money must actually arrive in France and be proved. Three funding routes dominate in foreign-owned companies, and each has its own evidence pack.

Cash (apport en numéraire) is the standard route. Each subscriber signs a subscription form (bulletin de souscription) stating how many new shares are taken and at what price, wires the funds from abroad to the company’s account or to a blocked account opened for the operation, and the bank issues a deposit certificate (certificat du dépositaire). Keep every SWIFT confirmation: the greffe and, later, a tax or URSSAF auditor can ask where the money came from, and a clean wire trail from the shareholder’s personal or holding account to the French company answers the question in one page. If the subscriber is a foreign company, attach its up-to-date incorporation certificate with apostille or legalisation where required, so the registry does not reject the subscriber’s capacity — the same document failures that block company formation also block capital filings, as explained in our guide on what to do when the greffe rejects your file over an apostille or legalisation.

The share premium (prime d’émission) is the second lever, and foreign founders often misunderstand it. The administration describes it plainly: on the day of an increase, the company is normally worth more than at formation, so the real value of its shares exceeds their nominal value, and new shareholders can be asked to pay an entry ticket above nominal value (Service Public Entreprendre, increase the share capital). A SAS with 1,000 euros of capital can issue new shares of 10 euros nominal at a price of 110 euros, the 100 euros difference forming the premium. The premium goes to a special reserve account, strengthens equity without distorting voting percentages, and protects existing shareholders against a newcomer buying in at the historic price. If you are the only shareholder injecting cash, a premium is optional; if a co-founder, a family office or a foreign partner joins, setting a premium supported by even a simple valuation note is what separates a clean operation from a gift that a minority shareholder or a future auditor will question.

Contributions in kind (apports en nature) — equipment shipped to the French site, software or a patent assigned to the company, a receivable converted into shares — require an independent valuation. Where assets in kind are contributed or special advantages granted, one or more contribution auditors (commissaires aux apports) are appointed unanimously by the shareholders or, failing that, by court order (Article L225-147 of the Commercial Code). The auditor values each asset and writes a report annexed to the articles; without that report, the subscribers remain jointly liable for the stated value for five years. Founders living abroad sometimes contribute the balance of their shareholder current account (compte courant d’associé, the loan account through which a shareholder lends money to the company): converting that loan into capital, by set-off of a liquid and due claim, is a recognised technique, and it is usually cheaper than wiring fresh cash twice. Because the boundary between a repayable loan and a capital injection decides the tax and repayment regime, read our companion analysis of shareholder loans to a French company, interest, repayment and recovery from abroad before choosing which part of your current account to convert and which part to keep repayable.

Whichever route you take, build the proof pack as if a hostile minority shareholder will read it: signed subscription forms, bank certificate for cash, auditor’s report for assets in kind, board or president’s report, text of the resolutions with the majorities recorded, and the updated shareholder ledger (registre des mouvements de titres). An increase decided cleanly from abroad is an increase whose file tells its own story without you being in the room.

II. What can go wrong after a capital increase decided from abroad?

A. When does a capital increase that dilutes a minority shareholder become punishable?

A capital increase changes percentages, and whoever controls the majority can use it to erase a minority. French courts annul increases decided for that purpose, and two recent decisions show exactly where the line sits.

The first story comes from Amiens. In a SAS operating an optics business, the majority holding company pushed through a 120,000 euro capital increase at the general meeting of 23 May 2022. The minority shareholder, who held 40 percent, could not or did not follow, and the arithmetic was brutal: “cette augmentation de capital de 120.000 euros a eu un effet de dilution manifeste sur l’associé minoritaire dont la détention est passée de 40% avant l’opération à une détention infinitésimale de 1,60%, alors que dans le même temps la SARL Holding [I] [E] voyait sa détention passer de 60 % à 98,4 % sans que la nécessité d’augmenter les fonds propres ne soit démontrée”. Forty percent reduced to 1.60 percent while the majority moved from 60 to 98.4 percent, with no demonstrated need to strengthen equity. The minority shareholder sued for annulment of the meeting for abuse of majority (abus de majorité) and damages. On 11 March 2024 the Amiens commercial court “prononcé l’annulation de l’assemblée générale de la SAS OPL du 23 mai 2022” and awarded 4,000 euros in damages, and on 15 January 2026 the Court of Appeal of Amiens, economic chamber, case RG 24/01353, confirmed in full: “Confirme le jugement rendu le 11 mars 2024 par le tribunal de commerce d’Amiens en toutes ses dispositions” (CA Amiens, 15 January 2026, RG 24/01353). On the legal test, the court was explicit: the increase was designed to definitively dilute the minority for the exclusive benefit of the majority, “L’intention de nuire étant démontrée, dans ces conditions, l’abus de majorité découlant de l’abus de droit est caractérisé”. Intent to harm demonstrated, abuse of majority established, meeting annulled, damages added on appeal with a further 5,000 euros for irrecoverable costs.
The lesson for a foreign majority shareholder is direct: never run an increase that wipes out a partner without a documented business reason. Before the vote, prepare a short financing memo — cash-flow forecast, quotes for the works or hires the money will fund, bank letter conditioning a loan on fresh equity — and keep it with the meeting file. Offer every shareholder their preferential right in writing, with a real deadline and payment details that work from abroad, so nobody can say the timetable made subscription impossible. If the minority cannot pay, consider alternatives that courts view better: a smaller increase, a share premium that reflects real value, a bridge shareholder loan repayable later, or a staggered increase under delegation. And if you are the minority shareholder receiving a convening notice from abroad with a huge increase on the agenda, act within days: vote against, have your opposition recorded in the minutes, subscribe if you can to preserve your percentage, and take advice immediately, because annulment claims are subject to strict time limits and evidence fades with each month.

The second decision concerns the most violent restructuring of all, the accordion operation (coup d’accordéon): reducing the capital to zero, which wipes out existing shareholders, then immediately increasing it with new money from those who remain. On 4 January 2023 the Commercial Chamber of the Court of Cassation, in a judgment published in its Bulletin under appeal numbers 21-10.609 and 21-12.515, held that a reduction of a joint-stock company capital to zero is lawful only where it is decided subject to the condition subsequent of an effective capital increase bringing the capital back to at least the legal or statutory minimum, by application of Articles L. 210-2 and L. 224-2 of the Commercial Code (Cass. com., 4 January 2023, nos 21-10.609 and 21-12.515, published in the Bulletin). In that case the appeal court had held that a shareholder lost that status after the reduction to zero, while itself finding that the follow-on increase, whose completion had been suspended, was not effective — so the reduction could not legally take effect, since it would have left the company with no capital at all. The two articles the Court relied on are the general provisions on company formation and on joint-stock companies (Article L210-2 of the Commercial Code; Article L224-2 of the Commercial Code).

For a founder abroad, the accordion ruling matters in one frequent situation: the company has lost money, equity has fallen below half of the share capital, and the accountant warns of the recapitalisation procedure. The administration confirms that an increase can serve precisely to avoid dissolution when equity drops below half of the capital, calling it recapitalisation (Service Public Entreprendre, increase the share capital). If you recapitalise, do it as a genuine rescue — real fresh money, effective increase, documented valuation — and never as a paper reduction to zero that secretly extinguishes a partner whose increase never materialises. Courts read the two steps together, and a suspended or fictitious second step poisons the first.

B. How do you register the new capital with the greffe and fix a rejected filing?

Voting and paying are only half the operation. Until the modification is registered, the company cannot prove its new capital to a bank, a notary or a contracting partner, and the Kbis — the official identity card of the company issued by the greffe — still shows the old figure. Registration runs through a fixed chain, and each link can be prepared from abroad.

First, finalise the corporate documents: signed minutes of the extraordinary meeting recording the majorities, the report to shareholders, the subscription forms, the bank’s deposit certificate or the contribution auditor’s report, and the articles of association updated with the new capital amount and the new distribution of shares. Second, publish a legal announcement (annonce légale) of the modification in a newspaper authorised for the department of the registered office; the notice states the old and new capital, and the announcement reference will be required in the filing. In Paris and the Île-de-France region, where many foreign-owned SAS are registered, use a newspaper authorised for Paris and address the filing to the registry of the Paris commercial court; the practical delays and the list of supporting documents are the same nationally, but Paris examiners see a high volume of foreign files and reject incomplete powers of attorney faster than most. Third, file everything electronically on the Guichet unique, the single online portal for business formalities operated with the National Institute of Industrial Property (INPI, Institut national de la propriété industrielle), which forwards the file to the competent greffe (INPI, modify your company). The greffe examines the file, registers the modification in the Trade and Companies Register (RCS, registre du commerce et des sociétés), issues an updated Kbis showing the new capital, and the modification is published in the official bulletin of civil and commercial announcements (BODACC, Bulletin officiel des annonces civiles et commerciales), which makes it enforceable against third parties.
Rejections follow a short list of causes, and each has a fix. Missing or defective powers of attorney from a shareholder signing abroad is the most common: a proxy signed before a foreign notary usually needs an apostille under the Hague Convention or consular legalisation, with a certified French translation, before the greffe accepts it. Unpaid quarters in a SARL increase trigger rejection under the quarter-release rule. An increase voted without offering preferential rights, or with a suppression of those rights voted without the required reports, exposes the filing to later challenge even if the greffe records it — registration does not cure a defective vote, as the Amiens annulment shows. And amended articles that forget to update the capital clause, the number of shares or the shareholder breakdown are sent back for correction. When a rejection arrives, read the examiner’s reason line by line, supply exactly the missing piece, and refile on the Guichet unique; do not present the new capital to third parties, sign a lease or draw a loan covenant on it, until the updated Kbis is in hand. From abroad, the winning habit is to appoint one person in France — the president, the accountant or counsel — as the single point of contact for the registry, with a proper apostilled power, so examiner questions get answered within days instead of expiring in an inbox.

Keep the full closing pack for at least the life of the company: convening notices with proof of dispatch to each shareholder’s last known address, attendance sheet or remote voting records, reports, ballots, bank certificates, auditor’s report, legal announcement, filing receipt, updated Kbis and BODACC notice. A capital increase is the strongest signal a foreign owner can send to banks, suppliers and future hires — fresh equity, committed shareholders, a company built to last. Done with a real vote, a fair offer to every shareholder, proved money and a registered filing, it protects the business and the founder alike.

Conclusion

A French SAS or SARL owned from abroad can be recapitalised without anyone boarding a plane, provided the operation respects its four stages. The shareholders decide in extraordinary meeting, with majorities your articles define and within the five-year completion rule of the default regime; every holder is offered the preferential right to keep their percentage, and any removal of that right is voted expressly. The money arrives by wire, by premium or by valued assets in kind with a contribution auditor, and every euro is proved by a certificate, a form or a report. Increases that dilute a minority without demonstrated need are annulled as abuses of majority, as the Amiens courts confirmed in January 2026, and reductions to zero survive only under the condition of an effective follow-on increase, as the Court of Cassation held in January 2023. Finally the modification is announced, filed on the Guichet unique, recorded by the greffe in the RCS, and published on the new Kbis and in the BODACC. Follow that chain, document each link, and the capital you inject from abroad becomes an asset no partner, bank or registry can question.