You live in London, New York, Dubai or Singapore and you own all or part of a French société par actions simplifiée (SAS, the flexible joint-stock company most foreign founders choose). A buyer appears: a partner who wants your shares, a competitor who wants your client base, or a group that wants your French subsidiary. You agree on a number over a video call — and then the French paperwork starts. The buyer’s lawyer asks for the articles of association (statuts), points to an approval clause you had forgotten, requests the share transfer register you never kept, and questions the price. Your bank asks for the registered deed. The tax adviser mentions a registration duty and a possible capital-gains file for a seller who is not resident in France. Every step can be handled from abroad, but every step has a French formality attached to it, and missing one can freeze the money or void the sale. This article explains how to sell SAS shares while living outside France: clearing the approval and pre-emption clauses, making the transfer effective against the company and third parties, fixing a price that survives a dispute, and settling the French tax position. If you have not yet chosen your vehicle, read first our guide on setting up a company in France as a foreign founder: bank account, Kbis, VAT and first hire, then come back here for the exit route.
I. Get the sale cleared before you sign: approval, pre-emption and transfer records
A. How do approval, pre-emption and lock-up clauses control your sale from abroad?
The SAS is a contract-first company: most of the rules governing the sale of your shares are not in the statute but in the statuts you signed at incorporation, plus any shareholders’ agreement (pacte d’associés) concluded alongside them. Before negotiating anything with a buyer, pull both documents and read three families of clauses. The first family is approval (agrément): the statuts may require the company, the president or the existing shareholders to authorise the buyer before the sale. The statute is short and permissive: “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” (Article L227-14 of the Commercial Code). Note the two operative words: the clause must be in the statuts, and the approval must come first, before the transfer. A buyer who pays before approval is granted buys a lawsuit, not shares. The sanction is severe and automatic: “Toute cession effectuée en violation des clauses statutaires est nulle.” (Article L227-15 of the Commercial Code). Nullity means the sale is treated as never having existed, the seller is deemed never to have ceased being a shareholder, and dividends paid in the meantime to the wrong person can have to be repaid. The Paris Court of Appeal stated the same principle for companies with an approval clause in these terms: “Il résulte de l’article L. 228-23 du code de commerce que Toute cession effectuée en violation d’une clause d’agrément figurant dans les statuts est nulle.” (Paris Court of Appeal, 27 June 2024, RG 21/20106). The same judgment adds two practical rules that foreign sellers constantly underestimate. First, the approval request must be made before the planned transaction, because a request presented afterwards is without effect. Second, if nullity is pronounced, it operates even between seller and buyer, since the cancelled contract is deemed never to have existed and performances rendered give rise to restitution. Concretely, if you contributed your shares to another vehicle or signed the deed first and asked for approval second, as happened in that Paris case with a contribution of 875 shares valued at 3,000,000 euros, the company can have the transaction cancelled and demand the shares back — even years later, and even against a buyer who paid in good faith.
The second family is pre-emption (préemption) and the related right of first refusal: when a shareholder wants to sell, the other shareholders — or the company itself — may have a contractual priority to buy the shares on the notified terms. The third family is lock-up (inaliénabilité): the statuts may freeze all transfers for a limited period. The limit is statutory: “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” (Article L227-13 of the Commercial Code). If you signed a five-year lock-up at incorporation in 2023 and try to sell in 2026, the sale is barred whatever the price offered, unless all shareholders agree to lift the clause — and lifting an inalienability clause requires unanimity, since “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.” (Article L227-19 of the Commercial Code). Approval and exclusion clauses follow a lighter regime — collective decision under the conditions set by the statuts — but in practice, when you live abroad and one co-shareholder stops answering emails, even a lighter majority can be hard to gather, so start the written process early. Two further clauses deserve a check before you promise anything to a buyer. The statuts may force a shareholder to sell in defined circumstances: “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 L227-16 of the Commercial Code). And where the seller is itself a company whose control changes, the SAS may suspend its non-pecuniary rights and exclude it: “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. Celle-ci peut décider, dans les conditions fixées par les statuts, de suspendre l’exercice des droits non pécuniaires de cet associé et de l’exclure.” (Article L227-17 of the Commercial Code). Foreign groups that hold French SAS shares through an intermediate holding company fall squarely in this trap: selling the holding above the French company can trigger the exclusion of the holding from the SAS below, and the buyer of the group discovers at closing that the French subsidiary’s shares have to be offered to the other shareholders first.
From abroad, the procedure is entirely paper-based and must be followed to the letter. Notify the planned sale to the company by registered letter with acknowledgement of receipt or by bailiff’s deed, identifying the buyer (name, address, or corporate name and registered office for a company buyer), the number of shares and the price offered — most statuts reproduce this notification content, and following it exactly avoids the argument that the approval clock never started. Send the notice to the president of the SAS at the registered office (siège social), keep the postal receipts, and calendar the response period written in your own statuts: unlike public limited companies, the SAS has no statutory three-month period, so only your documents tell you how long the company has to answer and what silence means — deemed approval in well-drafted statuts, or a simple absence of decision in poorly drafted ones. If approval is refused, read the next paragraph of the clause before panicking: many statuts organise a buy-back by the other shareholders or by the company itself, sometimes with an expert valuation, and the Commercial Code provides a default mechanism where the statuts are silent on price terms for clauses imposed under approval, forced-sale and control-change provisions: “Si les statuts ne précisent pas les modalités du prix de cession des actions lorsque la société met en oeuvre une clause introduite en application des articles L. 227-14 , L. 227-16 et L. 227-17 , ce prix est fixé par accord entre les parties ou, à défaut, déterminé dans les conditions prévues à l’article 1843-4 du code civil. Lorsque les actions sont rachetées par la société, celle-ci est tenue de les céder dans un délai de six mois ou de les annuler.” (Article L227-18 of the Commercial Code). In Paris practice, where the company is registered with the Paris trade registry, refusals are notified by the president and buy-back offers are exchanged through counsel; a seller living abroad should mandate a Paris-based representative or lawyer to receive notifications, because time limits in the statuts run from receipt, not from the day you open the email. Never sign a promise to sell (promesse de cession) before the approval answer arrives unless the promise is expressly conditional on approval being granted; an unconditional promise signed while approval is pending can force you to pay damages to a buyer you are legally forbidden to satisfy.
B. How is the transfer made effective against the company and third parties?
French company shares are not transferred by handing over a certificate. They move by book entry, and until that entry is made the buyer is nobody vis-à-vis the company: no dividends, no votes, no right to attend meetings. The rule for all financial securities is laconic: “Les titres financiers se transmettent par virement de compte à compte ou par inscription au moyen d’une technologie des registres distribués mentionnée à l’article L. 211-3 .” (Article L211-15 of the Monetary and Financial Code). For a non-listed SAS this means, in practice, three coordinated documents. First, the sale deed (acte de cession), signed by seller and buyer, identifying the parties, the company (corporate name, registered office, registration number, share capital), the number and class of shares sold, the price and its payment terms, the representations given and the date of transfer of ownership and of dividend rights (jouissance). The deed can be a private agreement signed electronically from abroad — qualified electronic signature is accepted — or a notarial deed where the parties want additional evidentiary force; there is no general obligation to use a notary for SAS share sales. Second, the share transfer order (ordre de mouvement), signed by the seller, instructing the company to debit the seller’s securities account and credit the buyer’s. Third, the entries themselves: the debit and credit in the individual shareholder accounts kept by the company, transcribed in chronological order in the share transfer register (registre des mouvements de titres) with the date, the names and the number of shares. The Paris litigation mentioned above shows why this last step matters as much as the deed: the claimant had to ask the court to order the company, under a daily penalty, to sign and record the transfer order in its books, because without that recording she held a contract but could exercise no shareholder right. Keep a certified copy of the signed transfer order and a screenshot or extract of the updated register page: when the buyer later claims he never received the shares, or when a co-shareholder claims the sale never happened, these two pages decide the case.
Three files complete the transfer on the administrative side. The company must update its shareholder records and, where the sale changes the president, the directors or the registered office, file the change through the single online portal — the Guichet unique (the one-stop electronic filing desk operated by the INPI, the French intellectual-property and companies institute, which forwards filings to the trade registry). Pure share sales between existing or new shareholders, with no change in management, do not require a new Kbis — the official company-identity extract delivered exclusively by the greffe (the clerk’s office of the commercial court) — but the buyer will systematically ask for a Kbis less than three months old before paying, so order one online before closing. If the company is registered in Paris, the competent greffe is the clerk’s office of the Paris commercial court (now the Tribunal des activités économiques de Paris for commercial matters), and filings pass through the same national portal with Paris-specific processing times that lengthen in summer and year-end; file early and keep the filing receipts. The sale deed itself must be registered with the tax administration (enregistrement), which collects the duty discussed in Part II — registration is the step foreign sellers most often forget, because in their home country a private share purchase agreement needs no stamp. Finally, check whether the sale must be disclosed anywhere else: regulated activities, listed parents, or companies holding sensitive assets may trigger parallel notifications, and the shareholders’ agreement sometimes requires informing a lender or a key client. None of these replaces the book entry — only the account-to-account transfer makes the buyer a shareholder — but each missing filing is a weapon handed to a party who later wants the sale undone.
Disputes about whether the sale ever became effective follow a predictable pattern, and the foreign seller should prepare the file with that pattern in mind. The company or a co-shareholder attacks on approval grounds: no prior request, late request, or a buyer who does not match the notified identity. The buyer attacks on consent grounds: hidden liabilities, false accounts, or a business that had already lost its main contract at signing. The seller attacks on payment grounds: price unpaid, set-off abusively invoked, or guarantee called for invented reasons. In each scenario the judge reads the same bundle in the same order: the statuts and the shareholders’ agreement first, the notification letters and their dates second, the deed and its conditions third, the transfer order and register entries fourth. A seller living abroad wins these cases with paper, not with presence: registered letters with receipts, a complete chain of emails showing who knew what and when, board minutes approving or refusing the buyer, and a register without gaps or backdating. Where the company refuses to record a duly approved sale, the remedy is a court order to sign and register the transfer under penalty, exactly as the Paris court granted in the 2024 case — but that remedy takes months in Paris and requires a lawyer admitted to plead there, so the cheapest strategy remains prevention: notify properly, wait for the written answer, sign conditionally, then record immediately and keep every receipt.
II. Lock the price and the tax bill: valuation, warranties and registration from abroad
A. How do you fix a price that survives a dispute: expert valuation and asset-liability warranty?
The price of SAS shares is free — the parties may choose a fixed sum, a formula based on accounts, an earn-out linked to future results, or a mix — but freedom without method is the main source of post-closing litigation. Cross-border sales add three classic complications: the parties negotiate in English while the accounts are in French GAAP, the reference balance sheet is struck months before closing, and the seller lives in a different time zone when the buyer discovers the first surprise. The robust answer is a price clause with four elements: a base price paid at closing, a defined adjustment mechanism (working capital, net debt or net cash peg), a single accounting standard for the closing accounts, and a tie-breaker expert. French law offers a ready-made tie-breaker where the statuts or the law refer to it: “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.” (Article 1843-4, I, of the Civil Code). The expert so appointed is not free to invent a value: “L’expert ainsi désigné est tenu d’appliquer, lorsqu’elles existent, les règles et modalités de détermination de la valeur prévues par les statuts de la société ou par toute convention liant les parties.” (same article). The Court of Cassation drew the operational conclusion in a 2024 share-sale case: “Il résulte de l’article 1843-4, II, du code civil que si l’expert est tenu d’appliquer, lorsqu’elles existent, les règles et modalités de détermination de la valeur des droits sociaux prévues par toute convention liant les parties, il incombe au juge d’interpréter, s’il y a lieu, la commune intention des parties à la convention.” (Court of Cassation, Commercial Chamber, 17 January 2024, appeal 22-15.897, official decision). In that case the sale agreement set a base price plus an adjustment equal to the change in equity between signing and a reference balance sheet, with an expert to settle disagreements; the expert produced several valuations matching each party’s reading of the accounting principles, and the court held that the expert may present alternative valuations corresponding to each side’s interpretation while the judge, after establishing the parties’ common intention, applies the matching one — which then binds the court. For a foreign seller the lesson is concrete: write into the deed which accounting rules govern the closing accounts (French GAAP as consistently applied by the company, or a named alternative), attach the reference accounts, define who appoints the expert and in which city, and state that the expert’s mandate is limited to applying the contract. An earn-out clause needs the same discipline: define the indicator (revenue, EBITDA, net cash), the verification right of the seller (access to accounts, audit at his expense), and what happens if the buyer changes the accounting method or starves the company of investment after closing.
The second lock is the asset-and-liability warranty (garantie d’actif et de passif, often shortened to GAP): the seller warrants the accuracy of a reference balance sheet and promises to compensate the buyer if hidden liabilities surface or warranted assets prove missing, typically capped in amount and limited in time. A well-drafted GAP names the beneficiary (the buyer or the company), the trigger (any increase in liabilities or decrease in assets relative to the reference accounts, including tax reassessments relating to pre-closing years), the cap (often a fraction of the price), the floor per claim, the time limit per category of claim (longer for tax and social-security matters), and the procedure (notice of third-party claims, seller’s right to join proceedings, no settlement without consent). From abroad, insist on three protections sellers often concede too quickly. First, limit the warranty to your knowledge for matters outside the accounts, and exclude liabilities the buyer actually knew about at signing — a buyer who audited the company for two months cannot claim surprise about the overdraft his own auditors listed. Second, require the buyer to mitigate and to pursue the company’s own remedies first (insurance, supplier claims) before calling the warranty. Third, align the GAP duration with the tax risk: French tax reassessments can arrive years after closing, so a twelve-month blanket expiry leaves the seller exposed through other clauses while cutting his own protections short — mirror the structure instead, with a longer tail for tax and social-security items on both sides. Where no GAP is granted, the buyer’s remaining weapon is the general law of defects in consent, and it is sharper than many sellers believe. The Civil Code provides that “Le dol est le fait pour un contractant d’obtenir le consentement de l’autre par des manoeuvres ou des mensonges. Constitue également un dol la dissimulation intentionnelle par l’un des contractants d’une information dont il sait le caractère déterminant pour l’autre partie.” (Article 1137 of the Civil Code). The Court of Cassation applied this to a sale of all the shares of a company in 2024: “Selon le premier de ces textes, constitue un dol la dissimulation intentionnelle par l’un des cocontractants d’une information dont il sait le caractère déterminant pour l’autre partie. Selon le second, l’erreur qui résulte d’un dol est toujours excusable.” (Court of Cassation, Commercial Chamber, 18 September 2024, appeal 23-10.183, official decision). The lower court had refused to annul the sale because the buyer, an experienced manager taking control, should have investigated the company’s debts himself; the Court of Cassation quashed that reasoning, holding that reasons drawn from what the buyer should have checked cannot exclude deliberate concealment, since error resulting from fraud is always excusable. A foreign seller must therefore disclose the decisive bad news — loss of the main client, pending dismissal claims, cash-hole, undeclared permanent establishment risk — or face annulment plus damages; conversely, a foreign buyer who discovers after closing that the seller hid decisive debts holds a tested annulment action even if his own due diligence was light. Practical consequence: keep the disclosure letter as carefully as the deed, list every exception to the warranties in a dated schedule initialled by both sides, and never let an intermediary promise verbally what the deed does not say.
Payment mechanics close the price chapter and deserve the same written rigour. State the currency (euros), the paying account and the value date, allocate the price between shares where sellers are plural, and provide for interest on any deferred instalment with its rate and starting point. If part of the price is placed in escrow (séquestre) pending the warranty period, name the escrow holder — typically the buyer’s lawyer or a notary — and the release conditions, so the seller living abroad does not have to chase a release signature a year later. If the buyer wants to set off warranty claims against deferred price, require a final court decision or a signed settlement before any set-off, failing which every post-closing disagreement becomes an excuse not to pay. And where the SAS holds significant cash, decide expressly whether the price is for cash-free, debt-free shares or includes the cash on the closing date: the 2024 expert-valuation case turned precisely on whether a cash figure belonged in the equity-variation calculation, a question the parties could have answered in one sentence at signing instead of paying an expert and two courts to answer it. From Paris, closing logistics are simple to organise remotely: deeds signed with qualified electronic signatures, funds wired to the escrow account, transfer orders exchanged as signed PDFs with originals couriered to the company’s registered office for the register. What cannot be done remotely is improvisation: a price formula that nobody can compute without the buyer’s cooperation is not a formula but an option granted to the buyer, so test it on the last three balance sheets before signing and have your accountant confirm that the inputs exist in the company’s books.
B. What French tax is due on the sale and how do you file it from abroad?
Two French levies frame every sale of SAS shares: a registration duty on the deed and, potentially, tax on the seller’s capital gain. They obey different rules, are paid through different channels, and are frequently confused — including by advisers trained in other systems. The registration duty (droit d’enregistrement) is levied on the transfer of company rights as such. The statute opens plainly: “Les cessions de droits sociaux sont soumises à un droit d’enregistrement dont le taux est fixé” (Article 726 of the General Tax Code), then sets the rate for unlisted joint-stock shares at 0.1% of the price, with a higher 3% rate (after a 23,000-euro allowance apportioned per share) for partnerships whose capital is not divided into shares, and 5% for interests in real-estate-rich entities. For a foreign seller of SAS shares, three points in the same article matter most. First, the 0.1% rate applies to sales of shares in unlisted joint-stock companies, which covers the standard SAS. Second, deeds executed abroad covering shares in companies headquartered in France are expressly caught: where such sales are made by instrument signed abroad and concern shares of companies having their seat in France, they are subject to the French duty, with a possible credit for registration duties actually paid in the state of registration or residence under a compulsory filing formality. Third, the higher rates are traps for mixed portfolios: if your SAS is real-estate-rich within the meaning of the article — assets consisting mainly, directly or through holdings, of French buildings or land rights — the 5% rate can apply instead of 0.1%, so verify the asset mix before promising a net price. In practice the buyer usually pays the duty and handles registration of the deed with the tax office of his domicile or of the company’s seat, but the deed should say so expressly, because the tax administration can pursue either party where the deed is unregistered, and a seller who has left France remains reachable through the treaty network. Keep the registered deed: banks, auditors and the next buyer will ask for it, and an unregistered deed is the first exhibit in any later dispute about the true price.
The capital gain (plus-value) is a separate question governed by the seller’s tax residence, the applicable treaty and the French domestic rules for non-residents — a triangle no article can summarise without reading the seller’s file. France taxes gains on the sale of shares in French companies realised by non-resident sellers only in defined cases, notably where the seller holds or held a substantial participation or where the company is real-estate-rich, and each bilateral treaty reallocates or confirms that right with its own thresholds and proof requirements. Because the answer turns on the treaty between France and your state of residence, on your holding percentage and history, and on whether the SAS derives its value from French real estate, this article states no universal rate or universal exemption: any adviser who quotes one figure for all non-resident sellers is guessing. The operational thread is the same in every case. Before signing, have your French tax adviser confirm in writing which state taxes the gain under the treaty, what French filing the sale triggers for you (return, representative, payment on account), and which documents prove your residence and your acquisition cost (subscription bulletins, capital-increase certificates, acquisition deeds, gift instruments). After signing, keep the full chain: acquisition proofs, the registered sale deed, the closing accounts, the price-adjustment computation and the tax receipts, because a gain computed from an undocumented acquisition cost is routinely reassessed at the worst defensible figure. Where the price includes an earn-out, clarify with the adviser in which year each instalment is taxable and who withholds what, since a French payer may have to withhold at source on account of a foreign seller’s liability. And where the seller is itself a foreign company rather than an individual, add the establishment question: a sale negotiated and managed from France by your own people can raise the argument that the gain belongs to a French permanent establishment, with corporate-tax and filing consequences far beyond the share sale itself.
Paris adds a final layer of practical detail for sellers who run the process from another continent. Notaries in Paris routinely receive powers of attorney signed abroad for related steps (mortgage releases on the company’s premises, certified copies, escrow arrangements), and the Paris tax offices that register share deeds apply the national rates with local processing habits: allow several weeks between sending the deed and receiving the stamped copy, and do not promise the buyer a registered deed by a date you do not control. If a dispute erupts — approval wrongly refused, price adjustment blocked, warranty called abusively — the competent court is normally the commercial court of the company’s registered office, in Paris the Tribunal des activités économiques de Paris, and proceedings run in French with mandatory representation by a lawyer admitted in France; budget for translation of exhibits and for an expert measurement where the fight is about value. Conversely, do not fly to Paris for steps that need no presence: approval notifications, deeds, transfer orders, escrow instructions and tax filings can all be signed electronically and filed through counsel, and the Greffe and tax receipts arrive by post or portal. Publication in BODACC (the Bulletin officiel des annonces civiles et commerciales, the official gazette where company registrations and certain corporate events are published) is not required for a pure share sale, which is precisely why buyers demand the registered deed and the updated register instead: in French company life, unpublished transfers are proved by the company’s own books, so make those books impeccable.
Conclusion
Selling SAS shares from abroad succeeds when the seller treats the statuts as the transaction manual, the book entry as the transfer itself, the price formula as a future exhibit, and the tax file as a second closing. Read the approval, pre-emption and lock-up clauses before negotiating, notify the planned buyer in the exact form the statuts require, and make any promise conditional on the written approval answer — a sale concluded against the clauses is void and restitution follows, whatever the buyer paid. Sign a deed that says who pays the registration duty, record the transfer by signed order and chronological register entry on the day of closing, and keep every receipt, because the company’s books are the only public trace of an unpublished sale. Fix the price with a computable method, a single accounting standard and a named expert bound by the contract, back it with a capped, scheduled asset-and-liability warranty, and disclose decisive bad news in writing: deliberate concealment annuls the sale and the buyer’s light diligence is no defence. Finally, register the deed at 0.1% for ordinary unlisted SAS shares, verify the real-estate-rich exception before promising a net figure, and have the non-resident gain position confirmed treaty by treaty with documented acquisition costs. Handled in that order — clauses, books, price, tax — the sale closes from any continent, the funds arrive on a documented title, and the French company continues under its new owner without leaving the seller a dispute as a souvenir.