You created a société par actions simplifiée (SAS, the flexible French joint-stock company used by most foreign founders), you hold its shares while living in London, New York, Dubai or Singapore, and now you want out: a co-founder buys you out, an investor takes your stake, or you simply sell to a third party. Selling shares in a French SAS from abroad is entirely possible, but the transaction sits at the crossroads of three French regimes that do not forgive improvisation: the company’s bylaws (statuts), which in an SAS can restrict transfers far more strictly than many common-law founders expect; the transfer mechanics, where a signed agreement alone does not make the buyer a shareholder; and the French tax system, which taxes the sale even when the seller has long since left France. This article walks through the full path in order: first, checking what the bylaws allow and at what price a forced sale happens; second, signing and recording the transfer so that it is enforceable against the company and third parties; third, paying the registration duty and the capital-gains tax as a non-resident; and finally, filing the tax returns and updating the registers from abroad, with the Paris practicalities spelled out. Every acronym is explained, every key rule is tied to its official text, and the two court rulings quoted here are cited word for word from the Cour de cassation (France’s supreme court for civil and commercial matters).

I. Making the sale legally effective: the bylaws first, the paperwork second

A. What your bylaws can impose before you sell: lock-up, approval and pre-emption, and the penalty for ignoring them

The SAS is a creature of its bylaws. Unlike the société à responsabilité limitée (SARL, the French limited-liability company with rigid statutory transfer rules), where the law itself organises approval of new shareholders, the SAS leaves almost everything to the statuts: it is your own company’s constitution that decides whether you may sell freely or must ask permission first. Before negotiating anything, therefore, the foreign seller’s first duty is to re-read the bylaws in full, including any shareholders’ agreement (pacte d’associés) signed alongside them, because four standard clauses can each delay, redirect or reprice the sale.

First, the lock-up clause (clause d’inaliénabilité). The bylaws may freeze the shares for a period of time. The statute is short and strict: “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” (article L. 227-13 of the Code de commerce, the French Commercial Code). If your shares are still inside the lock-up period, you simply cannot sell them, and any buyer doing due diligence will ask for the bylaws precisely to check this point. Founders who entered with a venture-capital fund will very often find a three-to-five-year lock-up; check the exact expiry date before promising a closing timetable to the buyer.

Second, the approval clause (clause d’agrément). This is the most common restriction in French SAS bylaws: “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” (article L. 227-14 of the Code de commerce). In practice, the seller notifies the company of the planned sale — identity of the buyer, number of shares, price — and the designated body (usually the shareholders collectively, sometimes the president) votes to approve or refuse the buyer. The bylaws set the procedure and the deadlines, so read them line by line: who must be notified, by what means (registered letter, extrajudicial act, email if the bylaws allow it), and within how many days the company must answer. If approval is refused, well-drafted bylaws organise the fallback: the remaining shareholders or the company itself must buy the shares, usually at a price fixed by agreement or by expert appraisal, so that the seller is not left a prisoner of the company. If the bylaws are silent on the fallback, the refusal can paralyse the exit, which is exactly why buyers insist on seeing the full clause before signing anything.

Third, pre-emption and tag-along/drag-along rights. A pre-emption clause (droit de préemption) gives the existing shareholders first refusal at the agreed price; tag-along (droit de sortie conjointe) lets minority shareholders join the sale on the same terms; drag-along (obligation de sortie conjointe) forces them to sell alongside the majority. These clauses live in the bylaws or, more often, in the shareholders’ agreement, and they bind even a seller living abroad: from 10,000 kilometres away, you must still serve the pre-emption notice, wait out the exercise period, and only then sell to the outside buyer. Missing a notice deadline by a few days is one of the most frequent causes of post-closing litigation between founders.

Fourth, forced-transfer and exclusion clauses. The bylaws may provide that a shareholder can be compelled to sell: “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions. Ils peuvent également prévoir la suspension des droits non pécuniaires de cet associé tant que celui-ci n’a pas procédé à cette cession.” (article L. 227-16 of the Code de commerce). A sister provision covers the case where a corporate shareholder itself changes hands: article L. 227-17 of the Code de commerce allows the bylaws to require the company whose control has changed to inform the SAS, which may then suspend that shareholder’s non-financial rights and exclude it. Foreign group structures should pay close attention here: if your holding company above the French SAS is itself sold, the French subsidiary’s bylaws may treat that as an exclusion event.

The penalty for brushing these clauses aside is absolute: “Toute cession effectuée en violation des clauses statutaires est nulle.” (article L. 227-15 of the Code de commerce). Nullity means the sale is treated as never having happened: the buyer is not a shareholder, votes cast with the disputed shares can be challenged, and dividends paid to the wrong person may have to be repaid. The Cour de cassation has clarified the exact scope of this nullity in a ruling of 21 June 2023 (case no. 21-25.952) concerning an SAS and a disputed forced sale. The Court states, word for word: “Ce texte ne régissant pas l’exclusion d’un associé et la cession forcée de ses actions qui en résulte, la nullité qu’il prévoit vise uniquement à sanctionner la violation de toute clause statutaire ayant pour objet la cession d’actions librement consentie par leur titulaire.” In plain terms, article L. 227-15 punishes violations of clauses governing voluntary sales; forced exclusion sales follow their own regime, and confusing the two — as the lower court had done — is an error of law. For the seller, the lesson is symmetrical: comply strictly with the voluntary-sale clauses (approval, pre-emption, lock-up), and if you are on the receiving end of an exclusion, check that the exclusion procedure itself was followed to the letter, because that is where your defence lies.

Price deserves its own warning. Voluntary sales use the negotiated price, but forced sales under exclusion or refused-approval buyback clauses often end in disagreement about value. French law then provides a referee: article 1843-4 of the Code civil (the French Civil Code) provides that “la valeur de ces droits est déterminée, en cas de contestation, par un expert désigné, soit par les parties, soit à défaut d’accord entre elles, par jugement du président du tribunal judiciaire ou du tribunal de commerce compétent”. The court-appointed expert must apply any valuation rules written into the bylaws or the shareholders’ agreement first, and only then use its own methods. Sellers living abroad should therefore check, before any dispute, which valuation formula their documents impose — a multiple of revenue, a discounted cash-flow, a net-asset figure — because the expert will start there, and the formula may produce a very different number from the price the buyer is offering today.

B. Signing the sale from abroad and recording it on the company’s books: the share purchase agreement, the transfer order and the registers

Once the bylaws allow the sale, the transaction itself follows a sequence that surprises many common-law sellers: in a French SAS, signing a share purchase agreement (SPA) is necessary but not sufficient. Ownership of the shares moves only when the transfer is recorded on the company’s books, and each step can be completed from abroad if it is prepared correctly.

The SPA (acte de cession) should be in writing — an email chain agreeing on a price is not a sale — and it should cover at minimum the exact number and class of shares, the price and its adjustment mechanics, the seller’s warranties about title to the shares (that they are free of pledges and seizure), the treatment of the current-year dividend, and the conditions precedent (notably obtaining the agrément approval where required). Distance adds three practical requirements. First, capacity and authority: if the seller is a foreign company, the buyer will ask for an up-to-date certificate of good standing and a board resolution authorising the sale, with an apostille where applicable. Second, signature: electronic signature is accepted for private deeds in France provided the process reliably identifies the signatory, so a compliant e-signature platform works; a scanned handwritten signature exchanged by email is weaker evidence and should be avoided for a high-value sale. Third, language: the parties may sign in English, but for any later filing with a French administration, a French version or a certified translation will be demanded, so having a bilingual deed prepared from the start saves weeks.

The decisive document, however, is the transfer order (ordre de mouvement). SAS shares are registered securities (titres nominatifs): they exist only as book entries in the company’s share register (registre des mouvements de titres) and the individual shareholder accounts (comptes d’actionnaires). The sale becomes enforceable against the company and third parties when the transfer order, signed by the seller, is recorded in those books. The Cour de cassation confirmed how flexible — and how strict — this formality is in a ruling of 18 September 2024 (case no. 22-18.436). The Court approved a court of appeal that had held that “le formulaire Cerfa du 2 février 2017, qui est signé par le cédant et qui comporte toutes les informations nécessaires pour inscrire la cession sur le registre des mouvements de titres et le compte d’actionnaire, vaut ordre de mouvement”, so that registration on the company’s books was regular and ownership had validly passed. Two lessons for the seller abroad: the transfer order must be signed by the seller (the buyer cannot sign for both sides), and it must contain all information needed for registration — identity of the parties, number and class of shares, date, price. A seller who signs the SPA, cashes the price and flies home without signing the transfer order has not legally delivered the shares, and a buyer who pays without obtaining the signed order has paid for shares it does not yet own. In distance sales, the standard safeguard is to exchange the signed transfer order against payment through the parties’ lawyers or a notary acting as escrow, with the company’s president instructed in writing to record the movement upon confirmation of funds.

Three bookkeeping points complete the picture. First, the company must keep its share register and shareholder accounts up to date: every movement is entered chronologically, and the register is initialled (coté et paraphé) by the commercial court registry (greffe du tribunal de commerce). A buyer should ask to inspect the register before paying, to confirm the seller really owns the number of shares stated and that no pledge (nantissement) is recorded against them. Second, pledges over SAS shares must be checked separately: a pledge of a securities account (nantissement de compte-titres) is published and enforceable only through the account-keeping formalities, and a buyer who ignores it may acquire shares still encumbered by the seller’s bank debt. Third, if the sale changes who controls the company, the buyer — not the seller — handles the downstream filings on the Guichet unique (the single online company-formalities portal run by the INPI, the French intellectual-property and companies office), but the seller should keep proof of every filing, because the French tax administration can question the seller years later about the exact date ownership passed.

One contrast is worth stating explicitly for founders who also hold interests in SARLs: the SARL regime is heavier. Article L. 221-14 of the Code de commerce requires the sale of SARL parts sociales to be in writing, served on the company under the formalities of article 1690 of the Code civil (or by deposit of the deed at the registered office), and enforceable against third parties only after publication of the amended bylaws at the trade and companies register (registre du commerce et des sociétés, RCS). The SAS avoids the bailiff-style service, but replaces it with the transfer-order-and-register system described above — simpler, yet unforgiving if skipped. And unlike a change of director, a pure sale of shares does not change the company’s Kbis (the official company identity certificate issued by the greffe), because the Kbis lists directors, not shareholders: sellers sometimes panic when their name remains nowhere on the Kbis, but that document was never the proof of share ownership in the first place.

For readers setting up their structure, the companion pillar guide to doing business in France as a foreign founder — Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire — explains the Kbis, the greffe and the VAT registration mechanics that this article builds on.

II. Paying the French tax and closing the administrative loop as a non-resident seller

A. Registration duty and capital-gains tax when the seller lives outside France: the 0.1 per cent, the gain, and the treaty shield

French tax follows the shares, not the seller’s plane ticket. Even a seller tax-resident in another country pays French transfer taxes on the sale of shares in a French company, subject only to what the applicable double-tax treaty says. Three levies must be examined in order: the registration duty (droit d’enregistrement), the capital-gains tax (impôt sur les plus-values), and, where the sale is bundled with a dividend, the withholding tax (retenue à la source) on the distribution.

The registration duty is the unavoidable entry ticket. Article 726 of the Code général des impôts (CGI, the French Tax Code) provides that transfers of company rights are subject to registration duty at a rate of “0,1 %” for sales of shares and similar founder’s securities in joint-stock companies whose shares are not traded on a regulated market — which is the case of virtually every privately held SAS. The same article expressly extends the duty to sales executed by a deed signed abroad (acte passé à l’étranger) when they concern shares in companies headquartered in France. In other words, signing the SPA in London or Delaware changes nothing: the 0.1 per cent is calculated on the sale price (or on the real market value if the administration considers the stated price understated) and must be paid to the French tax office. The buyer usually bears the duty in practice, but the deed should state expressly who pays it, because the tax administration can pursue either party for registration formalities left undone. Undervaluation is the classic trap: related-party sales between a departing founder and the remaining shareholders at a friendly price invite reassessment, with penalties and late interest running from the date the duty should have been paid.

The capital gain — sale price minus acquisition price and justified costs — is where residence and treaties matter. Under domestic law, article 150-0 A of the CGI taxes net gains on sales of securities and company rights, and non-residents are in principle within its scope for French-source gains. The applicable rate for an individual seller is the standard flat-rate levy (prélèvement forfaitaire unique, 30 per cent including social charges mechanics for residents, with specific non-resident modalities), unless the seller opts for the progressive income-tax scale where the regime allows it. But domestic law is only half the story: nearly every French tax treaty allocates the right to tax gains on shares — other than shares in real-estate-rich companies — exclusively to the seller’s state of residence. A founder resident in the United States, the United Kingdom or the United Arab Emirates who sells shares in an ordinary operating SAS will therefore typically owe no French capital-gains tax beyond the registration duty, precisely because the treaty reserves taxation to the residence state. The burden of proof, however, lies with the seller: keep the tax-residence certificate (attestation de résidence fiscale) issued by the foreign administration for the year of sale, identify the exact treaty article (usually the capital-gains article modelled on article 13 of the OECD model), and be ready to show that the company is not real-estate-rich.

That last exception is the one that catches sellers by surprise. Article 244 bis A of the CGI provides that, subject to international treaties, capital gains realised by non-residents on the sale of property or rights mentioned in its scope “sont soumises à un prélèvement selon les taux fixés au III bis” — and its scope expressly includes shares in French companies whose assets consist principally of French real estate (sociétés à prépondérance immobilière). If your SAS is really a property vehicle — it owns Paris apartments, a commercial building, or land — the treaty usually gives France the right to tax the gain, and the specific non-resident levy applies, with the appointment of a French tax representative (représentant fiscal) mandatory for sellers resident outside the European Union and the European Economic Area. Founders sometimes discover too late that their “operating company” became real-estate-rich when it bought its offices: have the balance sheet tested against the preponderance threshold before structuring the price, because recharacterisation after closing comes with the levy plus penalties.

Finally, watch the dividend bundled with the sale. If the company distributes reserves to the departing shareholder just before the buyback — a frequent technique to extract cash at a lower overall cost — the distribution is a dividend for tax purposes even if the parties call it part of the price. Article 119 bis of the CGI provides that income covered by articles 108 to 117 bis “donnent lieu à l’application d’une retenue à la source” at the rate set by article 187 of the CGI “lorsque leurs bénéficiaires effectifs sont des personnes qui n’ont pas leur domicile fiscal ou leur siège en France”. The paying company withholds at source and remits to the Treasury; the non-resident seller receives the net amount and may then claim a treaty-reduced rate by filing the appropriate reclaim form with its residence certificate. Sale deeds should therefore separate, euro by euro, what is price for the shares and what is dividend, because each follows its own tax track, and the administration is entitled to recharacterise an inflated price that disguises a distribution — or an inflated dividend that disguises a capital gain.

B. Returns, registers and the Paris practicalities: filing everything from abroad without leaving a loose end

The tax paid at closing is not the end of the paperwork. A non-resident seller must file, report and verify — and every step can be done from abroad if the calendar is respected.

Start with the tax returns. The registration duty is declared to the French tax administration with the deed: in practice the parties’ counsel or notary files the transfer for registration and pays the 0.1 per cent, and the seller keeps the stamped evidence. The capital gain, where France retains a taxing right (real-estate-rich shares, or no protective treaty), is declared on the non-resident income-tax return for the year of sale. Non-residents file with the Service des impôts des particuliers non-résidents (SIPNR, the tax office for non-resident individuals) based at Noisy-le-Grand in the Paris region, increasingly through the online account on impots.gouv.fr (the official French tax website). Even where the treaty exempts the gain in France, keeping a full evidentiary file is essential: the signed SPA, the signed transfer order, the company’s updated share register extract, the acquisition documents showing the original cost base, the residence certificate, and the treaty analysis. The French administration may audit the buyer’s company and ask, years later, for proof of the date ownership passed and the price paid; a seller who kept nothing because “the treaty exempted me” will struggle to answer.

Next, the company registers. A pure sale of SAS shares does not amend the bylaws and does not change the Kbis, but two related filings often become due. First, the register of beneficial owners (registre des bénéficiaires effectifs, RBE): any natural person holding, directly or indirectly, more than 25 per cent of the capital or voting rights, or otherwise exercising control, must be declared. If the sale pushes the buyer above — or drops the seller below — that threshold, the company must update its beneficial-owner filing on the Guichet unique within 30 days of the change. The declaration is filed online by the company’s legal representative, with identity documents for each new beneficial owner; foreign buyers provide a passport and proof of address, and the filing receipt should be forwarded to the seller as proof the loop is closed. Second, if the sale coincides with the seller’s resignation as president (président) or general manager (directeur général) of the SAS, that management change is a separate filing: cessation and appointment of directors are published at the trade and companies register and appear on a fresh Kbis. Sellers who were both shareholder and president should therefore treat the exit as two transactions — sale of the shares, resignation from office — each with its own deed, its own filing and its own effective date, and should never resign before the price is secured.

The Paris and Île-de-France specifics matter because that is where most foreign-owned SAS vehicles are registered. If the company’s registered office (siège social) is in Paris, its company filings go through the greffe du tribunal de commerce de Paris (the Paris commercial-court registry) via the Guichet unique, and the competent company tax office (service des impôts des entreprises, SIE) for registration of the transfer is determined by the company’s location and the buyer’s domicile, with the Paris SIEs applying standard processing times that lengthen noticeably in July, August and December. Practical consequences for a distance sale: allow at least three to four weeks between signing and receipt of all stamped confirmations; instruct a Paris-based counsel or formalist (formaliste, the filing professional) with a written mandate (pouvoir) to file and collect receipts on the seller’s behalf; prepare the documents the greffe routinely requests for foreign parties — apostilled passport copies, translated proof of address, and where the seller is a foreign company, a recent certificate of existence with a certified French translation; and diarise the 30-day beneficial-owner deadline from the closing date, not from the date the receipts arrive. None of these steps requires the seller to fly to Paris, but all of them require somebody in Paris holding a proper signed authority to act.

A final checklist before funds move: the bylaws re-read with the lock-up expiry, approval procedure and pre-emption periods mapped onto a closing calendar; the shareholders’ agreement checked for tag-along, drag-along and valuation formulas; the share register inspected for ownership and pledges; the SPA separating price from any pre-closing dividend euro by euro; the transfer order signed by the seller with all registration details; the registration duty allocated in the deed and its payment evidenced; the treaty position documented with a residence certificate; the beneficial-owner update and any director change filed on the Guichet unique; and the full file — deeds, orders, register extracts, receipts, certificates — archived for at least the six-year audit window. A sale that ticks every box closes quietly; a sale that skips one resurfaces, usually at the worst moment, as a nullity claim, a reassessment or a blocked filing.

Conclusion

Selling shares in a French SAS while living abroad follows a fixed order that protects both sides: the bylaws decide whether the sale can happen and at what price a forced transfer occurs; the signed transfer order recorded in the company’s registers makes the buyer the owner; the 0.1 per cent registration duty is paid even on deeds signed abroad; the capital gain is tested against the treaty, with real-estate-rich shares as the major exception keeping France’s taxing right; and the returns and register updates are filed online, through the Paris offices where most foreign-owned companies sit. The two rulings to keep in mind frame the entire operation: a voluntary sale that ignores the bylaws is void, while the transfer order signed by the seller is the document that actually moves ownership. Prepared in that order — bylaws, paperwork, tax, filings — a distance sale of SAS shares is routine French business law; taken in any other order, it becomes a dispute with plane tickets attached.