You live in London, New York, Dubai or Singapore and you own a French SAS (societe par actions simplifiee, the flexible French joint-stock company most foreign founders choose). The business runs, the accountant closes the books, and one day an email arrives: the annual accounts must be approved, a new bank wants a shareholder resolution, or your co-shareholder asks you to sign a capital increase. You cannot fly to Paris for every signature, and you should not have to. French law gives you several ways to decide from abroad: the sole shareholder decides alone in writing, and several shareholders can vote by video link, by written consultation or by unanimous signed deed, provided the statutes (statuts, the articles of association filed with the company register) allow it. The trap is not distance. The trap is a resolution adopted in the wrong form, without proof of who voted and how, which a hostile shareholder, a bank or a court later treats as void. This guide shows both routes step by step, with the exact legal texts, so every decision you take from abroad survives a challenge in France.
I. If you are the only shareholder, there is no meeting to miss: decide alone, in writing, and keep the register
Most foreign founders start with a SASU (societe par actions simplifiee unipersonnelle, a SAS with a single shareholder), most often after the formation steps described in our guide to setting up a company in France as a foreign founder, from bank account to Kbis. A one-person company has no one to argue with, but it still has paperwork. The decisions of the sole shareholder follow their own written procedure, with a six-month deadline for the accounts and a bound register of decisions that plays the role the minutes play in larger companies. Done properly, this is the simplest corporate governance in France: one signature, one register entry, and the filings that the decision requires. Done carelessly, with undated Word files scattered across email threads, the founder discovers during a bank audit or a tax inspection that nothing proves when or what was decided. The section below sets the exact mechanics.
A. Why does the sole shareholder approve everything alone, and what document proves each decision?
The starting point is Article L. 227-9 of the Commercial Code, which organises decision-making in the SAS. The first rule it states is flexibility: the statutes determine which decisions must be taken collectively by the shareholders, in the forms and conditions the statutes provide, as explained on Article L. 227-9 of the Commercial Code on Legifrance. The same article then lists the matters that must always remain collective, exercised under the conditions set by the statutes: capital increases, amortisation or reductions, mergers, splits, dissolution, changes of legal form, appointment of statutory auditors (commissaires aux comptes, the independent auditors who certify accounts above certain thresholds), annual accounts and profits. Everything else is yours to design when you draft or amend the statutes, which is why the quality of your statutes matters more in a SAS than in any other French company form.
Where there is only one shareholder, the same article replaces the meeting with a written solo procedure. The president draws up the management report and the annual accounts, and the sole shareholder approves the accounts within six months of the end of the financial year, after the report of the statutory auditor if one exists. The sole shareholder cannot delegate these powers, and each decision must be recorded in a dedicated register (registre des decisions de l’associe unique, the bound decision register of the sole shareholder). The English-language page of the French public service on the one-person SAS on service-public.fr confirms this architecture for foreign readers and lists the registers a company must keep, as detailed on the mandatory company registers on service-public.fr.
One practical shortcut in Article L. 227-9 deserves attention from founders who chair their own SASU as individuals: where the sole shareholder, a private individual, personally acts as president, filing the duly signed inventory and annual accounts with the company register (RCS, registre du commerce et des societes, the commercial court register that issues your Kbis, the official company identity certificate) within the same six-month period counts as approval of the accounts, without any further entry in the register. This is not an excuse to skip the register for every other decision. Appointing or removing a president, changing the registered office (siege social, the legal address shown on the Kbis), increasing capital or approving a merger still needs its own dated, signed decision entered in the register, because each of those acts will be checked by the greffe (the clerk’s office of the commercial court that keeps the RCS), by the bank or by the auditor against that register.
From abroad, the method is therefore straightforward but strict. Sign each sole-shareholder decision as a separate dated document that states the company name, the date, the capacity in which you act, the exact text of the decision and your handwritten or qualified electronic signature. Enter it the same day in the decision register, which may be kept electronically provided its integrity and dating are guaranteed. Watch the six-month accounts deadline from the financial year-end, the same calendar developed in our companion guide on the annual legal calendar of a French company run from abroad. And keep every signed original: the founder who approves accounts by email reply and never completes the register has approved nothing that a French court can verify.
B. How do you give a sole-shareholder decision its full legal effect: publication, registration and proof?
A signed decision is only half the work. Some decisions change nothing outside the company, for example approving the accounts of a quiet year, and their only publicity is the filing of the accounts themselves. Other decisions change what third parties are entitled to rely on: the identity of the president, the registered office, the amount of capital, the duration or the legal form of the company. Those decisions must be made public before they can be enforced against third parties, and the chain has three links: a legal announcement, an update of the company register, and the national business register.
The French public service page on decision-making in a SAS on service-public.fr states the rule plainly: where a decision amends the statutes or the composition of the company’s managing bodies such as the president or the general managers, it must be published in a gazette authorised to receive legal announcements (support habilite, the official legal notices press), and the change must be recorded with the RCS and the national business register (RNE, registre national des entreprises, the central register fed by all filing offices). The filing itself is made online through the one-stop shop for business formalities (guichet des formalites des entreprises, the single online counter run with the INPI, the national industrial property institute, which routes filings to the competent registry).
Each link in that chain produces the proof you will brandish later. The legal announcement gives you a dated certificate of publication. The one-stop shop gives you a filing receipt and, once the greffe validates the file, an updated Kbis showing the new president, the new address or the new capital. Certain events also reach the BODACC (bulletin officiel des annonces civiles et commerciales, the official gazette of company registrations and insolvency proceedings), which banks and counterparties consult. Concretely, when you move the registered office from abroad, follow the same publication and filing chain described in our guide to transferring the registered office of a French company from abroad, and when you change the president, follow the chain described in our guide to replacing the president of a SAS from abroad. If the decision needs none of this, the signed register entry plus the filed accounts are your complete proof, and you can stop there.
II. With several shareholders, your statutes decide how you vote from abroad: video link, written consultation or unanimous deed
Add one co-shareholder and the solo procedure disappears. Every decision listed by Article L. 227-9 as necessarily collective must now be taken collectively, in the forms and conditions your statutes provide, and the law gives you three families of remote tools: the video or audio meeting with identified participants, the written consultation by correspondence, and the unanimous deed signed by all. None of them works by default. Each must be written into the statutes before you need it, with its quorum, its majority, its deadlines and its proof. Founders who copy a template that says nothing about remote voting discover the gap at the worst moment, when a decision is urgent and one shareholder is unreachable or hostile. The two sections below map each channel and the bundle of proof that makes the vote stand up.
A. Which remote channel do your statutes allow, and what mistake voids the vote?
Start with the menu the law offers. In a SAS, Article L. 227-9 leaves the forms of collective decisions to the statutes, so your statutes can authorise video meetings, written consultations, postal votes, electronic signatures or any combination, and can reserve certain sensitive matters for physical meetings if you prefer. The public service page on decision-making in a SAS on service-public.fr summarises the practice: decisions are taken collectively in ordinary or extraordinary meetings (AGO and AGE, assemblee generale ordinaire and extraordinaire), by written consultation or by deed, and matters requiring unanimity of the shareholders must be taken collectively. It adds two details founders use constantly: in a written consultation organised by correspondence, the statutes may provide that a shareholder’s silence within the set period counts as refusal, abstention or approval, and the documents needed to decide must be sent to every shareholder before the vote.
The model for video meetings comes from the law on public limited companies, refreshed by the reform of 2024, and SAS drafters copy it into their statutes. Article L. 225-103-1 of the Commercial Code, in force since September 2024 and available on Article L. 225-103-1 of the Commercial Code on Legifrance, provides that ordinary, extraordinary and special meetings may be held by a means of telecommunication that allows the shareholders to be identified, that the use of such means must be stated in the convening notice, and that shareholders participating remotely are deemed present for quorum and majority calculations. The statutes may even provide for meetings held exclusively online, although for an extraordinary meeting shareholders holding at least twenty-five percent of the capital may oppose the exclusively remote format. Copy these three safeguards word for word into your SAS statutes: identification of each participant, mention of the remote means in the notice, and a minority right to demand a physical meeting for the most sensitive votes.
Postal and correspondence voting follows the same logic of stated forms and hard deadlines. Article L. 225-107 of the Commercial Code, on Article L. 225-107 of the Commercial Code on Legifrance, allows every shareholder to vote by mail using a form whose contents are fixed by decree, declares any contrary statutory clause unwritten, counts for quorum only the forms received by the company before the meeting within the decree’s deadlines, and excludes from expressed votes the forms with no voting direction or expressing abstention. A SAS is not bound by this article directly, but a written-consultation clause drafted on this skeleton, with a clear form, a receive-by date and time expressed in both Paris time and the voter’s local time, and an explicit rule on blanks and abstentions, survives disputes that kill vaguely worded clauses.
Who convenes, and what happens when the convening is defective, is where challenges are born. Article L. 225-103 of the Commercial Code, on Article L. 225-103 of the Commercial Code on Legifrance, gives convening power to the board or the management board and, failing them, to the statutory auditors, to a court-appointed agent acting at the request of shareholders holding at least five percent in urgent cases, to the liquidators, and to majority shareholders after a takeover, with meetings held at the registered office or elsewhere in the same departement (the French administrative district) unless the statutes say otherwise. Article L. 225-104, on Article L. 225-104 of the Commercial Code on Legifrance, then states the sanction: a meeting convened irregularly may be annulled, although the nullity action fails where every shareholder was present or represented. For a founder abroad, the lesson is practical: never let the president convene by informal email when the statutes require registered letter or the one-stop platform, and never skip a shareholder on the theory that their vote would not change the outcome.
The courts confirm that convening defects are judged by their effect, not by formalism for its own sake, but exclusion remains fatal. In a decision published in the official Bulletin that every company lawyer now cites, the Commercial Chamber of the Court of Cassation held on 29 May 2024, appeal number 21-21.559, that under Article L. 223-27 a shareholder’s irregular convening to the meeting of a limited liability company voids the deliberations only where the irregularity deprived the shareholder of the right to take part and was capable of influencing the decision-making outcome. The case, retrievable on the Court of Cassation decision 21-21.559 on Legifrance, is doubly instructive for foreign founders: one of the parties was domiciled in the United Kingdom, so cross-border shareholder disputes follow exactly this path, and the court forgave a harmless defect while reserving annulment for defects that lock a shareholder out. The underlying SARL article, Article L. 223-27, on Article L. 223-27 of the Commercial Code on Legifrance, is also worth reading as a drafting catalogue: decisions in meeting by default, written consultation or unanimous deed including electronic form where the statutes allow, postal voting, remote participants deemed present for quorum and majority except for accounts matters unless the statutes extend it, a statutory right for minorities to oppose remote means for a given deliberation, agenda rights from five percent, and a court-appointed convenor at any shareholder’s request.
Two final benchmarks complete the picture: the quorum and majority grammar that most SAS statutes reproduce. For extraordinary decisions amending the statutes, Article L. 225-96, on Article L. 225-96 of the Commercial Code on Legifrance, requires shareholders present or represented holding at least one quarter of voting shares on first call and one fifth on second call, and a two-thirds majority of expressed votes, with abstentions, blanks and non-participation excluded from expressed votes. For ordinary decisions, Article L. 225-98, on Article L. 225-98 of the Commercial Code on Legifrance, requires one fifth on first call and no quorum on second call, with a simple majority of expressed votes under the same definition. Write your SAS majorities in these units, state whether remote participants count, and define expressed votes the same way, so no one relitigates arithmetic after the fact. And give every shareholder the information the vote requires: Article L. 225-108, on Article L. 225-108 of the Commercial Code on Legifrance, obliges the board to supply the documents needed for an informed vote and lets any shareholder ask written questions that must be answered during the meeting, with an answer posted on the company website counting as given. A SAS founder who circulates full accounts, draft resolutions and a written-question window before a remote vote deprives tomorrow’s challenger of their best argument.
B. How do you build, from abroad, a bundle of proof that survives a challenge in Paris?
Assume every significant resolution will one day be read by someone hostile: a minority shareholder contesting a capital increase that diluted them, a bank checking the authority of the president who signed the loan, or the auditor certifying the accounts. Your file must answer six questions without calling a witness: who was convened, how and when; who actually took part and how each was identified; whether quorum and majority were reached under the statutes; what exact text was adopted; how each vote was recorded; and where the decision was registered and published. Build the bundle in that order, and keep it for as long as the company lives plus the limitation periods, because challenges to company resolutions can surface years later.
First, the convening notice. Send it in the form and within the period your statutes require, to every shareholder without exception, at their last notified address and email, stating the date and time with the time zone, the remote means with connection instructions, the agenda with the full text of the draft resolutions, and the list of documents attached. State expressly that the meeting uses a telecommunication means allowing identification, mirroring the notice requirement of Article L. 225-103-1, and attach the documents Article L. 225-108 contemplates: accounts, reports, draft deeds. Keep the sending proofs, delivery receipts, platform logs and any bounce investigation. Where a shareholder cannot be reached, document the attempts instead of skipping them, because the 2024 Court of Cassation decision shows that proven, outcome-neutral defects are forgiven while exclusion is not.
Second, identification and attendance. Admit each remote participant through a named connection, verify identity on camera against an identity document for first-time voters, and record presence in an attendance sheet that each participant signs electronically during the session. Count remote participants as present only if your statutes deem them so, following the model of Article L. 225-103-1, and apply any minority opposition right your statutes grant against fully remote sensitive votes. For written consultations, log the dispatch and receipt of each ballot with timestamps, enforce the receive-by deadline in the clause, and apply the clause’s rule on silence, blanks and abstentions exactly as written, since Article L. 225-107’s treatment of non-directional forms shows courts expect these to be excluded from expressed votes rather than counted silently.
Third, the vote and its arithmetic. Read each resolution aloud or display it verbatim, collect one countable expression per voting share under your statutes, and compute quorum and majority in the units of Articles L. 225-96 and L. 225-98 where your statutes follow them: quarters and fifths of voting shares for extraordinary matters with a two-thirds majority, a fifth then no quorum with a simple majority for ordinary matters, abstentions and blanks outside expressed votes. Note the result resolution by resolution in the minutes, with the numbers, not with adjectives: so many votes for, so many against, so many abstentions, quorum reached or not. Sign the minutes the same day, have the chair and at least one scrutineer or shareholder sign where your statutes require it, and enter or annex them to the register of collective decisions, the multi-shareholder equivalent of the sole shareholder’s register.
Fourth, the aftermath that gives the decision its outward effect. Where the vote amends the statutes or the managing bodies, publish the legal announcement, file with the one-stop shop for RCS and RNE updating, and collect the fresh Kbis, exactly as for sole-shareholder decisions. Where it approves the accounts, file them within the calendar recalled in the annual legal calendar of a French company run from abroad. Where it appoints a president or moves the office, cross-check the companion guides on replacing the SAS president and transferring the registered office. Store the whole bundle, notice, proofs of sending, identification log, ballots or connection records, minutes, register entry, publication certificate and filing receipts, in one dated folder per decision, and send every shareholder a copy of the adopted text. The founder who can produce that folder answers any challenge in minutes; the founder who cannot spends a year proving a vote that everyone remembers differently.
Conclusion
Distance changes nothing about what must be decided and everything about how you prove it. Alone in a SASU, decide in writing under Article L. 227-9, sign and date each decision, keep the register day by day, respect the six-month accounts deadline and publish and file whatever changes the company facing third parties. Together with others, choose your remote channel in the statutes before the dispute, convene everyone in the required form, identify each remote voter, count quorum and majority in written units, answer written questions, and keep a complete dated bundle from notice to Kbis. The statutes are your procedural code, the register and the minutes are your evidence, and publication is your shield against third parties. Draft the clauses now, while shareholders still agree, and every future vote from abroad will be routine instead of a risk.