You live in London, New York, Dubai or Singapore, and your French company runs without you on site. Then the email arrives: the president of your SAS (société par actions simplifiée, the simplified joint-stock company that most foreign founders choose for France) resigns, effective immediately. Or the reverse: you decide the current president must go, and you must replace him while you are six time zones away. Within days the problems pile up. The bank refuses a transfer because the signatory no longer matches its file. A supplier asks for a Kbis extract (the official certificate of registration issued by the greffe, the registry office of the commercial court) and notices the name on it is no longer the person signing. The accountant warns that resolutions signed by the wrong person could be challenged. This guide explains, for a business reader managing a French company from abroad, how to appoint a successor president lawfully, which votes and papers the change requires, how to publish and file it within the one-month deadlines, and why the company stays exposed until the new Kbis arrives. Every step below follows the French Commercial Code and recent decisions of the Cour de cassation, the supreme court for commercial matters. If you have not yet chosen the vehicle for your French presence, start with our overview of setting up a company in France as a foreign founder, then use this article as your operating manual for changing its leadership.

I. Taking Control Again: Removing and Appointing the President of Your SAS From Abroad

The SAS is a contract-first company. Unlike the SARL, where the statute books fix most of the governance, the SAS leaves appointment, removal and powers of its president almost entirely to the articles of association, the statuts. That freedom is the reason foreign founders love the SAS, and it is the trap that catches them when leadership changes. The rules that decide whether your new president is validly in office are not in a government circular. They are in your own statutes, voted sometimes years ago and forgotten since. Read them before you vote anything, because a court will. This first part explains who decides the change, with which majority and which paperwork, and who is eligible to take the job, including foreigners, non-residents and your own foreign parent company.

A. Who Decides, and How: Your Statutes, the Collective Decision and the Sole-Shareholder Register

The starting point is one short sentence of the Commercial Code. Article L. 227-5 of the Commercial Code provides: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In plain English, your statutes set the conditions under which the company is managed. Appointment of the president, length of the mandate, renewal, resignation procedure, removal with or without cause, severance pay, notice periods, quorums and majorities: all of it lives in the statutes, or in lawful collective decisions that complete them. The SAS form itself is open to any founder. Article L. 227-1 of the Commercial Code provides: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” A SAS can therefore be formed by one or several persons whose liability is limited to their contributions, and where there is only one shareholder, that sole shareholder, called the associé unique, exercises the powers of the collective body: “L’associé unique exerce les pouvoirs dévolus aux associés lorsque le présent chapitre prévoit une prise de décision collective.” For a foreign group with a single French subsidiary, this means the parent company itself, acting as sole shareholder, appoints and removes the president by written decision, without calling a meeting.

Where several shareholders exist, the change of president is normally a collective decision of the shareholders, taken in the forms and conditions the statutes provide. Article L. 227-9 of the Commercial Code states: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” Your statutes therefore answer four questions you must settle before any vote: which body appoints and removes the president, with which quorum and majority, whether removal requires a stated reason, called juste motif, and whether the outgoing president is heard before the vote. Many statutes allow removal at any time without reason, called révocation ad nutum, sometimes with a contractual indemnity. Others require a serious reason or provide a golden parachute. Read the clause word for word, because improvising a different procedure is the most common way to lose a later lawsuit. And where you are the sole shareholder, keep the formalism exact. The same Article L. 227-9 provides: “L’associé unique ne peut déléguer ses pouvoirs. Ses décisions sont répertoriées dans un registre.” The sole shareholder cannot delegate these powers, and each decision must be recorded in a dedicated register. A one-page signed decision entered in the register, dated and kept at the registered office, is stronger than a long email chain.

Two recent rulings of the commercial chamber of the Cour de cassation show why the statutes always win. On 9 July 2025 (Commercial chamber, appeal number 24-10.428, ECLI:FR:CCASS:2025:CO00389, published in the Bulletin), the Court held that the statutes of a SAS fix the conditions under which it is managed, including the conditions for removing its managers, and that a shareholders decision may complete the statutes on that point but can never override them, even when adopted unanimously. In that case the statutes allowed removal of the general manager at any time without reason, while minutes adopted unanimously at the appointing meeting imposed defined removal conditions; the Court quashed the appeal judgment that had applied the minutes instead of the statutes. The official record of the decision is available through the Legifrance case-law record for appeal 24-10.428 (ECLI:FR:CCASS:2025:CO00389). Three years earlier, on 12 October 2022 (Commercial chamber, appeal number 21-15.382, ECLI:FR:CCASS:2022:CO00596, published in the Bulletin), the Court had already ruled along the same lines for the general manager of a SAS: the combination of Articles L. 227-1 and L. 227-5 means the statutes fix management conditions including removal terms, and extra-statutory documents may complete but never contradict them. The record is available through the Legifrance case-law record for appeal 21-15.382 (ECLI:FR:CCASS:2022:CO00596). The practical lesson for a foreign owner is blunt. If your statutes say the president can be removed without reason and without indemnity, a side letter promising the opposite will not survive a court review unless the statutes themselves are amended first. If you want protection for an incoming president, write it into the statutes or amend them at the same meeting that appoints him, with the majorities the statutes require for amendment.

Resignation and removal each have their own choreography. A resigning president should notify the company in writing, ideally by registered letter with acknowledgment of receipt or by any means the statutes prescribe, stating a clear effective date. Check whether your statutes impose a notice period or require the resigning president to stay until a successor is appointed; many do, precisely to avoid a headless company. A removal initiated by the shareholders must follow the statutory procedure to the letter: convening notice, agenda mentioning the removal, documents sent in advance if the statutes require them, vote at the required majority, and minutes recording the exact wording of the resolution, the tally and the effective date. Where the statutes give the president a right to be heard, invite him in writing and record his observations; skipping that step has annulled removals. Appoint the successor in the same decision or in a second resolution voted immediately after, so the company is never without a legal representative. Fix the start date of the new mandate, its duration, its compensation principles and any limitations of power that apply internally, and have the new president sign an acceptance. From abroad, all of this can be done without flying to Paris. If your statutes allow videoconference or written consultation, use them. If they are silent, amend them first or hold the decision by the means they do allow. A shareholder abroad can also vote through a written power of attorney. Article 1984 of the Civil Code defines the instrument: “Le mandat ou procuration est un acte par lequel une personne donne à une autre le pouvoir de faire quelque chose pour le mandant et en son nom.” A mandate is therefore an act by which a person gives another the power to do something for the principal and in the principal name. Sign the proxy with a qualified electronic signature where possible, keep proof of identity of the signatory, and file the proxy with the minutes.

B. Who Can Take the Job: Individuals, Foreigners, Your Parent Company and Paid Deputies

Almost anyone can become president of a French SAS. French nationality is not required, residence in France is not required, and shareholder status is not required unless your statutes impose it. A British, American, Emirati or Singaporean director living abroad can lawfully preside over a French SAS, and so can a foreign company itself. The real constraints are practical and probity-related: the incoming president must be able to prove identity, a personal address, and a clean record, and the company must be able to reach him, pay him lawfully and hold him liable if things go wrong. Choose the profile that fits how the company is actually run day to day, not the profile that looks simplest on paper.

The most ambitious option is to appoint your foreign parent company itself as president of the French SAS. The Code expressly allows a legal entity to lead a SAS, but it attaches a personal price. Article L. 227-7 of the Commercial Code provides: “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.” When a legal entity is appointed president or manager 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, on top of the joint liability of the entity they manage. In practice the parent company must designate a permanent representative, a représentant permanent, who is a named individual acting for it inside the French subsidiary. That individual signs, hires, appears before the bank and answers to the court, and his own liability is engaged alongside the parent company. For a group that wants tight control from headquarters, this structure works, but it doubles the exposure: both the parent and the individual answer for management faults, late filings and unpaid taxes attributable to their administration. Name the permanent representative in the appointing decision, register his identity with the company register, and change him by formal decision whenever he leaves the group, because a departed executive who remains on paper keeps binding powers until replaced in the filings.

Where the group prefers a human president, two lighter tools distribute the workload without moving the legal seat of power. The statutes can create deputy managers with the titles of directeur général or directeur général délégué, general manager or deputy general manager. Article L. 227-6 of the Commercial Code allows this expressly: “Les statuts peuvent prévoir les conditions dans lesquelles une ou plusieurs personnes autres que le président, portant le titre de directeur général ou de directeur général délégué, peuvent exercer les pouvoirs confiés à ce dernier par le présent article.” The statutes may therefore set the conditions under which one or more persons other than the president, holding the title of general manager or deputy general manager, may exercise the powers entrusted to the president. A Paris-based general manager can thus run daily operations, sign with suppliers and manage staff, while a London or New York president keeps strategy, banking powers and the final signature. Define each officer’s scope in the statutes or in the appointing decision, register every officer whose powers are opposable to third parties, and remember the 2025 ruling above: side arrangements that contradict the statutes on removal or powers will not hold.

Money terms deserve the same discipline as powers. The compensation of the incoming president, whether salary, management fees invoiced through another company, bonus, severance or benefits in kind, often counts as a regulated agreement, a convention réglementée, between the company and its manager. Article L. 227-10 of the Commercial Code requires transparency: “Le commissaire aux comptes ou, s’il n’en a pas été désigné, le président de la société présente aux associés un rapport sur les conventions intervenues directement ou par personne interposée entre la société et son président, l’un de ses dirigeants, l’un de ses actionnaires disposant d’une fraction des droits de vote supérieure à 10 % ou, s’il s’agit d’une société actionnaire, la société la contrôlant au sens de l’article L. 233-3.” The statutory auditor, or the president where no auditor exists, must present the shareholders with a report on agreements entered into directly or through an intermediary between the company and its president, one of its managers, a shareholder holding more than 10 percent of voting rights, or the controlling company. Shareholders then vote on that report. An unapproved agreement still produces effects, but the interested person, and possibly the president and other managers, bear any harmful consequences for the company. In a single-shareholder SAS the procedure is lighter, with a simple entry in the decision register, but the entry must exist. From abroad, the sequence is therefore: fix the pay package in writing, have it reported and approved before or at appointment, and never let the new president set his own pay by sole signature. If the candidate is also a shareholder and a beneficial owner, prepare for the register of beneficial owners, the registre des bénéficiaires effectifs, at the filing stage, because the company register will ask who really controls the company.

II. Making the Change Official: Publication, the Guichet Unique File and the New Kbis

A validly voted appointment is only half the job. In French company law, a change of manager that stays in a drawer does not exist for banks, suppliers, tax offices or courts. The new president can sign internally from the effective date, but third parties are entitled to rely on the published record until it is updated. France runs business publicity through three connected tools: a legal notice in an authorized gazette, a single online filing portal, and the company register that issues the Kbis and feeds the official bulletin. Miss a deadline or file an incomplete dossier, and the company lives for weeks with a Kbis showing the wrong name, which is exactly when banks freeze accounts and deals stall. This second part walks through the one-month paper trail and explains why the stale Kbis is the most expensive document in the file.

A. The One-Month Paper Trail: Legal Notice, Minutes and the Single Online Filing

The first deadline runs from the decision itself. The incoming manager must publish the change, as recorded in the meeting minutes, in a support d’annonces légales, an authorized legal-notices gazette, within one month. The notice states the company name, legal form, capital, registered office, registration number with mention of the RCS (registre du commerce et des sociétés, the trade and companies register) followed by the city of the registering court, the outgoing and incoming president, and the effective date. Once published, the gazette issues an attestation de parution, a certificate of publication, which becomes a mandatory exhibit of the filing. Choose a gazette authorized in the département of the registered office; for a Paris company, any gazette authorized for Paris will do, and publication is normally online within days. Keep the certificate carefully, because the registry, the greffe, will refuse a file without it.

The second deadline runs in parallel. The change of manager must be declared within one month on the Guichet des formalités des entreprises, the single online business formalities portal operated by the INPI (Institut national de la propriété industrielle, the office that runs the national business register, the Registre national des entreprises, known as the RNE). The declaration is entirely online, which is good news for an owner abroad: no travel, no paper counter, one portal for the whole of France. The file must include the exhibits the portal lists, in practice the signed minutes appointing the new president and recording the departure of the former one, the certificate of publication of the legal notice, a valid identity document of the incoming president, his signed declaration of non-conviction on honour, and the filiation attestation giving the names of his parents. Where the statutes were amended to change the appointment or removal rules, add the updated statutes. Where the change of manager comes with a change of shareholder, the portal will also require an updated declaration of beneficial owners, since the State wants to know at all times who ultimately controls each company. Answer that section exactly: if nothing changed on ownership, say so; if the new president also bought shares, file the new beneficial-owner statement now rather than after a reminder with penalties.

After filing, the machinery is automatic but not instant. The greffe checks the file, and the standard for that check is set by the Code. Article L. 210-7 of the Commercial Code provides: “Il est procédé à l’immatriculation de la société après vérification par le greffier du tribunal compétent de la régularité de sa constitution dans les conditions prévues par les dispositions législatives et réglementaires relatives au registre du commerce et des sociétés.” Registration follows verification by the clerk of the competent court of the regularity of the incorporation, under the legislative and regulatory provisions on the trade and companies register, and the same verification logic governs later amendments: an irregular file is rejected or sent back for correction. Then the greffe automatically triggers insertion in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official bulletin of civil and commercial notices), which makes the new manager opposable to third parties, meaning third parties must henceforth deal with the new name. Count in practice one to three weeks from a clean filing to the updated Kbis, longer if the greffe asks for a missing exhibit. File early in the month, answer correction requests within days, and download the new Kbis the day it issues: that document, showing the new president, is what the bank, the notary and the customs broker will ask for. Readers weighing a different structure for their French presence can compare with our analysis of choosing between SAS and SARL as a foreign founder, but whatever the vehicle, the filing discipline described here applies.

B. Why the Stale Kbis Freezes Your Business Until the New One Arrives

The weeks between the vote and the new Kbis are the danger zone, and most foreign owners underestimate it. Inside the company, the new president is in office from the effective date voted by the shareholders. Outside the company, the world keeps reading the old Kbis. French law resolves that tension in favour of third parties, deliberately. The president holds the widest powers toward the outside. The same Article L. 227-6 of the Commercial Code quoted above provides: “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 toward third parties by a president appointed under the statutes, and the president holds the widest powers to act in all circumstances in the name of the company within the limit of the corporate purpose. The article adds that the company is bound even by acts beyond the corporate purpose unless it proves the third party knew or could not have been unaware of the excess, mere publication of the statutes being insufficient proof, and it closes with the rule that matters most during a transition: “Les dispositions statutaires limitant les pouvoirs du président sont inopposables aux tiers.” Statutory provisions limiting the powers of the president cannot be set up against third parties. Concretely, the person the register still shows can still bind the company at the bank counter, before a supplier or in court, while internal limits you voted privately bind only those who knew them.

The mirror rule punishes unpublished changes. Article L. 123-9 of the Commercial Code provides: “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, in the course of business, set up against third parties or public administrations, who may however rely on them, facts and acts subject to entry unless they have been published in the register. A change of president is exactly such a fact subject to entry. Until the BODACC publishes it, the company cannot tell a bank that the former president no longer signs, cannot tell a customer that the new president alone commits it, and cannot tell the tax office that someone else is now liable for filings. The third party in good faith who contracted with the person shown on the old Kbis is protected. This is why banks freeze online access and demand the new Kbis before restoring full powers, why notaries refuse to close a deal on a stale extract, and why the outgoing president should be asked, in writing, to cooperate during the gap: countersign urgent acts if needed, forward mail, and above all refrain from binding the company after departure.

For a company run from Paris or the Paris region, add local logistics to the legal analysis. The competent registry is the greffe of the Tribunal des activités économiques de Paris for a Paris-registered company, or the greffe of the local commercial court for the Hauts-de-Seine, Seine-Saint-Denis or Val-de-Marne. All filings go through the national Guichet unique regardless of location, but correction requests come from the local greffe, in French, with short deadlines, and the legal notice must appear in a gazette authorized for the département of the registered office. A foreign owner should therefore designate one reachable contact for greffe correspondence, whether the new president, a Paris-based employee or a professional, with access to the company email and the Guichet account, and monitor that inbox daily until the new Kbis issues. At the same time, cut off the old powers cleanly: revoke the former president’s bank mandates in writing with acknowledgment from each bank, recover keys, badges and signature devices, rotate passwords for the tax portal, the social portal and the Guichet account, and notify key counterparties of the change with a copy of the new Kbis once received. A resignation that is legally perfect but technically still active in five IT systems is an invitation to fraud or, at minimum, to a payment the company will struggle to reverse.

Conclusion

Replacing the president of a French SAS from abroad follows a fixed order, and each step protects the next. Read the statutes before voting anything, because they alone set the appointment and removal procedure and no unanimous side agreement can override them. Vote the departure and the appointment together so the company is never headless, record a sole-shareholder decision in the register where there is only one shareholder, and fix pay terms through the regulated-agreements procedure rather than by private handshake. Publish the legal notice and file on the Guichet des formalités des entreprises within one month each, with complete minutes, identity, non-conviction declaration and publication certificate, then chase the file until the BODACC entry and the new Kbis arrive. Until that day, treat the outgoing president as still powerful toward third parties, secure the bank mandates and digital accesses, and give the local greffe a reachable contact. Done in this order, a leadership crisis managed from another continent ends with a clean Kbis, an unblocked bank account and a successor whose authority no one can challenge.