You live in London, New York or Singapore. Two years ago you co-founded a French SAS with a French partner, fifty-fifty, and you let him take the presidency because he was on the ground in Paris while you brought the money and the clients from abroad. It worked until it did not. Now he refuses to call meetings, will not sign the accounts, blocks the bank, and answers your emails with silence. Your money is trapped inside a company you co-own but no longer control, and every month of paralysis burns cash. This guide explains, for a foreign shareholder who cannot fly to Paris every week, how French law unblocks a deadlocked SAS: how to remove a blocking president from abroad, how to force a collective decision when your co-founder refuses to vote, how to make him buy you out or sell under the exclusion and approval clauses, and when a French court dissolves the company or appoints an emergency manager. If you are still at the formation stage, read first our complete walkthrough of setting up a company in France as a foreign founder, from bank account to Kbis, VAT and first hire, which explains the bodies and registers mentioned below. The French acronyms are translated on first use: SAS means societe par actions simplifiee, the flexible joint-stock company foreigners use most; RCS means Registre du commerce et des societes, the commercial register; the greffe is the registry office of the commercial court; the Kbis is the official company identity extract; BODACC is the public bulletin of company filings; the Guichet unique run by the INPI is the single online window for company filings.

I. My French co-founder blocks every decision from abroad: how to remove a president and force a vote in a SAS

A. How to remove the blocking president of your SAS without flying to France

In a SAS, the shareholders write their own governance rules, and that freedom is your first weapon. Article L227-5 of the Commercial Code provides that “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In plain English, the articles of association decide how the company is managed, who can be removed, by whom, and on what majority. Most well-drafted SAS articles state that the president is removable at any time, without cause, by a collective decision of the shareholders. That clause is enforceable exactly as written, and a court decision from Montpellier shows how judges apply it. In that case the articles provided that “Le Président de la Société et tout Directeur général sont révocables à tout moment, ad nutum, sans préavis ni indemnité par décision collective des associés ou du Président (s’agissant des Directeur Généraux)” (CA Montpellier, commercial chamber, 11 February 2025, No. 23/05247). The court confirmed the removal because the clause allowed it at any time, and it recalled the two conditions that protect even a president removed without cause: the court required the company to “respecter l’exigence de contradiction”, meaning the president must have been given a fair chance to be heard, and the removal must not have been carried out in degrading circumstances. The practical lesson for a shareholder living abroad is precise. Read your articles today and identify the exact removal majority, the notice period for the meeting, and who may call it. Many articles allow any shareholder, or shareholders holding a given fraction of the capital, to call a collective decision by email or videoconference, which means you can act from London or Dubai without boarding a plane. Send the call notice in strict compliance with the articles, state the removal as an agenda item, attach the draft resolution, and give the president a real opportunity to respond in writing or at the remote meeting. Keep proof of every sending, because a removal voted without proper notice can be annulled even when the majority was there. Vote the removal, record it in minutes signed according to the articles, and file the change of legal representative with the Guichet unique so the RCS, the Kbis and the public record stop showing your adversary as the face of the company. If he was also a shareholder, he keeps his shares; removing him from office does not remove him from the capital, and the buyout mechanics are explained in part II below. If he refuses to hand over bank access, passwords, accounting records or the keys after his removal, do not negotiate for months: the new president can demand restitution through the emergency court, and persistent retention of company property can support a criminal complaint for misuse of company assets alongside the civil action. Foreign shareholders often hesitate because they fear French employment protection will shield the president. It does not. The president of a SAS is a corporate officer, not an employee, unless he holds a separate genuine employment contract for technical duties distinct from his office, and the removal rules of the articles apply to the office regardless of where the shareholders live.

Three mistakes destroy removals attempted from abroad, and each is avoidable. The first is voting by informal email threads instead of a formal collective decision. Emails discussing the removal are evidence of intent, not a decision; only the procedure set by the articles produces a legally effective removal. Article L227-9 of the Commercial Code provides that “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” That sentence means form matters as much as substance: follow the forms your articles provide, in writing, with the required majorities and records. The second mistake is ambushing the president without notice to punish him faster. A surprise removal may feel satisfying, but the Montpellier ruling shows that judges check the adversarial principle even when the articles allow removal without cause, and a president removed without being heard can obtain damages for brutal or vexatious circumstances even if the removal itself stands. The third mistake is forgetting the filings. Until the new president is registered, banks, landlords and the tax administration keep dealing with the old one, and the deadlock continues in practice even though it ended in law. File on the Guichet unique immediately, check the updated Kbis, and send the new Kbis to the bank with a request to transfer administration powers the same week. If the articles require unanimity for removal, or give the blocking president a veto over his own dismissal, you have a defective clause that only a court can fix, and the emergency and dissolution routes of part II become your main path. Note the change mechanics too: Article L227-19 of the Commercial Code provides that “Les clauses statutaires visées aux articles L. 227-13 et L. 227-17 ne peuvent être adoptées ou modifiées qu’à l’unanimité des associés.” Some protective clauses therefore need every shareholder to agree before they can be rewritten, which is exactly why crisis clauses must be written at formation, when everyone still trusts each other, rather than after the dispute starts.

B. How to force a collective decision when your co-founder refuses to vote or attend

Removing the president solves the person problem, but a fifty-fifty SAS can stay paralysed at shareholder level: your co-founder simply refuses to attend meetings or vote the accounts, the capital increase, or the new bank mandate, and nothing can pass. French SAS law answers with the same principle: your articles define which decisions shareholders must take together and how. Because the articles decide everything, the first document to read is not a statute but your own shareholder agreement and articles, looking for remote attendance rules, written consultation procedures, default majorities, casting votes, and buy-sell triggers. Many foreign founders discover at this stage that their articles allow decisions by written consultation or videoconference with simple majority, which means the boycott fails: you convene properly, record the absence, and pass the resolution with your own votes if the majority threshold is met. Where the articles impose unanimity or a supermajority for the decision you need, the boycott succeeds inside the company, and you must move the fight outside it. The most underused tool is the court-appointed representative for voting purposes. When shares are stuck in an estate, jointly owned, or their holder refuses to exercise the vote in a way that paralyses necessary decisions, the president of the court can designate a person to vote, and the designation request is brought before the commercial court or the judicial court depending on the company. Ask your counsel to frame the request around one specific blocked decision, such as approval of the annual accounts or renewal of the statutory auditor, with evidence that the refusal serves no company interest and exposes the company to sanctions. Judges respond better to a concrete blocked act than to a general complaint about the atmosphere. Parallel to that, the approval of the annual accounts deserves special attention from abroad. A company that cannot approve its accounts cannot distribute profits, weakens its credit, and accumulates filing problems at the greffe. If your co-founder blocks approval without reason while drawing a comfortable manager salary himself, his conduct feeds two future actions at once: a claim for abuse of majority or minority, and a fault-based removal or liability claim. Document each refusal in writing, propose reasonable dates and remote formats, and keep the written record showing that you offered every practical way to participate. That file becomes the backbone of every court application described below.

When the boycott targets money rather than meetings, the minority shareholder has a judicial vocabulary judges know well: abuse of majority and abuse of minority. The Poitiers Court of Appeal restated the test in 2025 in terms every foreign shareholder should memorise: “La notion d’abus de majorité, dégagée par la jurisprudence, se définit comme une résolution prise contrairement à l’intérêt social et dans l’unique dessein de favoriser des membres de la majorité au détriment de membres de la minorité” (CA Poitiers, 2nd civil chamber, 11 March 2025, No. 24/00333). The court insisted the two conditions are cumulative: the systematic retention of profits “doit être contraire à l’intérêt social d’une part,” and it “doit être faite dans l’objectif de favoriser les associés majoritaires d’autre part.” In plain English, losing the vote is not enough; you must prove the decision harmed the company and was designed to favour the majority at your expense. In that case the minority shareholder failed on the second branch, because capitalising profits benefited the company itself rather than the majority shareholder personally. The mirror image succeeds more often from abroad: a majority that votes itself large management fees while voting zero dividends for years, with no documented investment plan, hands the minority both branches of the test. The same court recalled the precedent it was applying, quoting the Court of Cassation: “les bénéfices d’exploitation de l’entreprise sont venus systématiquement accroître le montant des capitaux propres, (…) sans que cette mise en réserve n’ait eu aucun effet sur la politique d’investissement de l’entreprise” (Cass. com., 1 July 2003, No. 99-19328, cited in the Poitiers ruling). Build that file now from abroad: collect the last three years of accounts, the reserve balances, the dividend history showing zero distribution, the majority manager pay rises, and the absence of any written investment programme. Conversely, if you are the minority and the majority offers a coherent, documented investment plan, think twice before suing: judges protect genuine business judgment, and a company with real projects may lawfully retain earnings. Either way, act through counsel admitted before the competent court, give a power of attorney that allows representation without your physical presence at every hearing, and use videoconference where the court allows it, because French courts routinely handle shareholder cases for parties living overseas.

II. How to exit a deadlocked French company from abroad: forced buyout, exclusion and court dissolution

A. How to force your co-founder to sell or buy you out under SAS clauses and court valuation

When living together as shareholders becomes impossible, French SAS law prefers an organised divorce over a forced cohabitation, provided the articles planned for it. Three clauses do the heavy lifting, and each must be checked in your articles before any letter is sent. The approval clause lets the company control who enters the capital: Article L227-14 of the Commercial Code provides that “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” In practice, if your co-founder tries to sell his shares to an outsider you distrust, the approval clause lets the existing shareholders refuse the buyer, with the statutory consequence that the shares must then be bought back under the price mechanics. The exclusion clause goes further: Article L227-16 of the Commercial Code provides that “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.” In plain English, the articles can list events, such as breach of a non-compete, loss of a regulated qualification, or change of control of a corporate shareholder, that oblige the affected shareholder to sell, and can suspend his voting rights until he does. A related clause covers corporate shareholders whose ownership changes behind your back: Article L227-17 of the Commercial Code provides that “Les statuts peuvent prévoir que la société associée dont le contrôle est modifié au sens de l’article L. 233-3 doit, dès cette modification, en informer la société par actions simplifiée.” That disclosure duty matters when your co-founder holds his stake through a foreign holding company and sells the holding without telling you. The sanction for bypassing these clauses is severe: Article L227-15 of the Commercial Code provides that “Toute cession effectuée en violation des clauses statutaires est nulle.” A transfer made in breach of the articles is void, which means an undisclosed sale can be unwound rather than merely compensated. From abroad, the sequence is therefore: identify the clause, send formal notice invoking the exact article of your statutes, suspend the relevant rights strictly as the clause allows, and offer the contractual price procedure before going to court. Clauses that do not exist cannot be improvised after the dispute starts when unanimity would be needed, so if your articles lack exclusion and approval clauses, the court valuation route below becomes central.

Price is where most shareholder divorces collapse, and French law provides a neutral referee. Article 1843-4 of the 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, statuant selon la procédure accélérée au fond et sans recours possible.” In plain English, when shareholders dispute the value of shares to be transferred or bought back, an independent expert sets the price, appointed jointly or, failing agreement, by the court president in fast-track proceedings with no appeal against the appointment. The same text adds that the expert must apply any valuation rules the articles or shareholder agreements already contain, which rewards founders who wrote a price formula at formation and punishes those who left price to a future fight. From abroad, use this mechanism tactically: propose a named expert and a valuation method in writing first, because a reasonable proposal refused without reason strengthens your later court request and your costs claim. If your co-founder refuses every expert, petition the court president for appointment, and prepare the expert phase as the decisive battle: send the expert the accounts, the contracts, the order book, the bank lines and the comparable transactions, because experts value on documents, not on complaints about character. Buyout clauses in shareholder agreements, such as Russian roulette, Texas shootout or simple put and call options, are generally enforceable in a SAS as expressions of contractual freedom, but they must be drafted with a workable price and timetable, and a clause that lets one side name any price without a correction mechanism can be challenged. While the valuation runs, protect the value being argued about: ask the court for interim measures preserving the assets, restrict exceptional disposals, and require monthly management information, because a co-founder who controls the bank can hollow out the company faster than the expert can value it. If he also blocks the approval of accounts to depress the apparent value, that obstruction, documented in writing, feeds both the expert debate and a parallel abuse claim. Foreign shareholders should also coordinate tax advice before signing: a buyout taxed as a capital gain in your country of residence and as a distribution in France produces a very different net outcome, and the structure of the deal, direct share purchase versus company buyback and cancellation, changes the result on both sides.

B. When a French court dissolves the company or appoints an emergency manager while you live abroad

When no clause delivers an exit and no majority can form, the court can end the marriage by ending the company or by taking its management out of the fighters hands. Dissolution for deadlock is written in the statute. Article 1844-7 of the Civil Code lists the ways a company ends, including “Par la dissolution anticipée prononcée par le tribunal à la demande d’un associé pour justes motifs, notamment en cas d’inexécution de ses obligations par un associé, ou de mésentente entre associés paralysant le fonctionnement de la société”. In plain English, any shareholder can ask the court to dissolve the company early for good cause, expressly including a disagreement between shareholders that paralyses how the company works. Judges treat dissolution as a last resort, not a reward for the shareholder who shouts loudest. You must prove real paralysis, not mere disagreement: blocked accounts, no valid meetings for several cycles, inability to renew mandatory officers, frozen bank mandates, or key contracts lost because nobody could sign. Courts also check that you did not manufacture the paralysis yourself by boycotting reasonable proposals, which is why the written record of your conciliation attempts from part I matters. Dissolution kills the company, so weigh it against what you actually want. If the business is profitable and your true goal is to keep it while removing the partner, a buyout action serves you better than a dissolution that destroys goodwill, dismisses staff and sells assets at liquidation value. If the company is a fifty-fifty shell whose only asset is a disputed bank balance, dissolution with a court-appointed liquidator may be the cheapest honest ending. File through counsel with the accounts, the minutes showing repeated failure to decide, the correspondence proving your cooperation offers, and a concrete description of the harm already suffered, such as the lost contract or the overdraft caused by unsigned documents. A foreign shareholder does not need to relocate for the case: representation by counsel with a proper mandate is the norm, and your personal appearance is the exception.

Between doing nothing and killing the company sits the emergency manager, the provisional administrator, and it is often the smartest request a blocked foreign shareholder can make. The Versailles Court of Appeal framed the test strictly: judges rejected the request precisely because the applicants had not shown the required breakdown, holding that “n’est donc pas rapportée la preuve requise que lors de la première instance, et pas davantage au jour où la cour statue, existaient des circonstances rendant impossible le fonctionnement normal de la société et la menaçant d’un péril imminent” (CA Versailles, 14th chamber, 13 October 2022, No. 21/07082). In plain English, you must prove circumstances that make normal operation impossible and expose the company to imminent danger, and mere bad atmosphere over many years is not enough. That strictness is useful guidance: build the application around imminent, documentable danger, such as payroll that cannot be paid because nobody can sign, a bank threatening to close the account for lack of updated authorised signatories, perishable stock, or a major client terminating for non-performance. The procedural door is the fast-track emergency court. Before the judicial court, Article 835 of the Code of Civil Procedure provides that judges “peuvent toujours, même en présence d’une contestation sérieuse, prescrire en référé les mesures conservatoires ou de remise en état qui s’imposent, soit pour prévenir un dommage imminent, soit pour faire cesser un trouble manifestement illicite.” Before the commercial court, Article 873 of the Code of Civil Procedure provides that “Le président peut, dans les mêmes limites, et même en présence d’une contestation sérieuse, prescrire en référé les mesures conservatoires ou de remise en état qui s’imposent, soit pour prévenir un dommage imminent, soit pour faire cesser un trouble manifestement illicite.” In plain English, the emergency judge can order protective measures even when the dispute is serious, to prevent imminent harm or stop a clearly unlawful disturbance. Ask for a tailored mission: take over the bank mandates, collect receivables, pay wages and tax, prepare the accounts, and organise the shareholder vote on a defined agenda, rather than a vague mandate to run the company indefinitely. Judges grant precise missions faster than open-ended ones, and the administrator costs are advanced as court costs. Combine the applications in the right order from abroad: first the emergency protective measures to stop the bleeding, then the buyout or exclusion on the merits, with dissolution held as the final argument if the company proves ungovernable. Keep every filing consistent: the same factual story, the same exhibits, the same numbers, because the emergency judge, the expert valuer and the trial court will each read the others file. Foreign founders who follow that order, written proof first, protective judge second, priced exit third, usually recover value while those who start with angry accusations recover only procedure.

Conclusion

A deadlock in a French SAS feels personal, but French law treats it as a technical problem with a fixed sequence of tools. Your articles decide who can be removed and how, with removal at any time enforceable when the clause says so and the president was heard. When votes are boycotted, documented conciliation attempts plus a targeted court request unblock the specific decision, and systematic retention of profits without a genuine investment plan can become abuse of majority under the two-branch test judges apply. When coexistence is over, the approval, exclusion and valuation clauses organise the priced exit, with an independent expert setting the value if the parties cannot agree. When nothing can be decided and danger is imminent and documented, the emergency judge protects the assets, and dissolution for paralysing disagreement ends companies that cannot be governed. Work that sequence from abroad through counsel, keep every notice and every refusal in writing, and file the new officers and decisions with the Guichet unique so the public record follows the reality. Distance does not weaken a foreign shareholder who proceeds in order; disorder does.