Executive remuneration lawyer Paris: set, justify and secure pay.

The competent body depends on the company form. In a SARL, the decision lies with the members, at a meeting or by written consultation, under the conditions of Article L. 223-18 of the Commercial Code. In a traditional SA, the board of directors sets the remuneration of the chairman (Article L. 225-47) and of the chief executive (Article L. 225-53). In a SAS, the articles of association freely designate the competent body (Article L. 227-5). A decision taken by a body that is not competent is null and exposes the company to a reassessment and the executive to an obligation to repay.

Yes, without exception. The minutes are the evidence of the corporate decision. Without minutes, the payment remains open to challenge by any shareholder or creditor, and the tax authorities may treat the remuneration as an abnormal act of management. The minutes must record the date, the body that decided, the amount, the frequency and any ancillary benefits. They are then entered in the register of decisions and kept for the limitation period of liability actions, that is three years from the damaging event under Article L. 225-254 of the Commercial Code.

No. Any increase requires a new decision of the competent body, in the same form as the initial setting. A sharp increase without justification carries a risk of abuse of majority rights if the transaction serves a majority executive to the detriment of the minority shareholder (Cass. com., 17 June 2008, No. 06-15.045). The justification rests on performance, the company's growth, the trend in sector comparables and the capacity of the cash position.

Salary bears social contributions (general scheme or self-employed scheme depending on status) and income tax after allowance. Dividends are in principle subject to the flat-rate tax, i.e. 31.4% for dividends received since 1 January 2026 (12.8% income tax, Article 200 A of the General Tax Code, plus 18.6% social levies), unless the taxpayer opts for the progressive scale. For the majority manager of a SARL or EURL, the portion of dividends exceeding 10% of the share capital, share premiums and sums paid into the shareholder current account bears self-employed social contributions instead of the social levies on investment income (Articles L. 131-6, L. 136-3 and L. 136-7 of the Social Security Code). The trade-off requires a case-by-case calculation with the chartered accountant.

Founder share warrants (BSPCE) are reserved for companies less than fifteen years old and subject to corporate income tax. They allow the executive or employees to acquire shares at a fixed price, with favourable taxation on sale. Conventional stock options (Articles L. 225-177 et seq. of the Commercial Code) are open to SAs and SASs and follow a separate tax and social contribution regime. The plan must be approved by the general meeting and the valuation carried out by an independent valuer to withstand an audit.

The current account can bear interest, up to the maximum rate that is tax deductible (Article 39, 1, 3° of the General Tax Code). The agreement must be authorised under the related-party agreements procedure: Article L. 223-19 for the SARL, Articles L. 225-38 et seq. for the SA, Article L. 227-10 for the SAS. Failure to obtain authorisation exposes the agreement to annulment and the interested executive to liability (Cass. com., 17 September 2025, No. 23-20.052).

The court and the tax authorities assess each case on several criteria: the size of the company and the result achieved, the functions actually performed by the executive, sector comparables published by remuneration observatories, the length of the commitment, and any services provided to other companies in the group. Remuneration unrelated to these factors exposes the company to a tax reassessment for an abnormal act of management and the executive who obtained it to a liability action.

Yes, several levers exist. An abuse of majority rights action can lead to annulment of the decision and damages, on the twofold criterion of harm to the company's interest and the sole purpose of favouring the majority shareholder (Cass. com., 17 June 2008, No. 06-15.045). The derivative action (ut singuli), provided for by Article 1843-5 of the Civil Code, allows the shareholder to act in the name of the company to establish the executive's liability. A request for a management expert appraisal (Article L. 225-231 of the Commercial Code in an SA) opens access to precise financial information.

Failure to follow the related-party agreements procedure is, in itself, a fault of the interested executive (Cass. com., 17 September 2025, No. 23-20.052, the Kaeser Compresseurs case). The sanction can range from nullity of the agreement to damages paid to the company, including repayment of the sums received. The executive may also be ordered to pay the shortfall in assets if the company goes into judicial liquidation (Article L. 651-2 of the Commercial Code).

Yes, but they are in principle related-party agreements where the executive benefits from them. Setting them up therefore requires prior authorisation by the competent body (board of directors or supervisory board for an SA, general meeting for a SARL) and a special report. The Court of Cassation recently restated that the lack of authorisation alone is enough to establish the fault, regardless of the absence of concealment (Cass. com., 17 September 2025, No. 23-20.052).

A spouse who regularly takes part in the business must choose a formal status: collaborating spouse, employed spouse or associate spouse (Articles L. 121-4 et seq. of the Commercial Code). Failing a choice, the spouse is deemed a collaborating spouse in certain cases. Paid work without a written contract exposes the company to a risk of undeclared work and to employment tribunal proceedings. The status chosen determines the possible remuneration and the social cover.

Remuneration must be adjusted to the company's capacity. Maintaining high remuneration while cash deteriorates is a management fault that may engage the executive's liability in insolvency proceedings (Article L. 651-2 of the Commercial Code). The Court of Cassation reiterates that, on this basis, an executive is treated in the same way whether paid or not (Cass. com., 9 December 2020, No. 18-24.730). A reduction documented in minutes is the best protection.

A liability action against the executive is subject to a three-year limitation period from the damaging event or, if it was concealed, from its revelation (Article L. 223-23 of the Commercial Code for an SARL, Article L. 225-254 for an SA and an SAS). An action for nullity of a corporate decision is subject to a two-year limitation period from the day the nullity is incurred (Article 1844-14 of the Civil Code). A damages action based on abuse of majority rights is subject to a five-year limitation period from the day the minority shareholder learned of the contested decision. The precise calculation depends on the legal basis chosen.

Yes. The firm defends executives and minority shareholders alike before the Paris commercial court (tribunal de commerce). For the executive, the defence rests on documented justification: proper minutes, management report, sector comparables, actual contribution to the company. For the minority shareholder, the action seeks annulment of the decision and compensation for the loss. Each case begins with a preliminary analysis of the chances of success and a costed strategy note.

Disputes between shareholders and those relating to the running of the company fall within the jurisdiction of the commercial court of the registered office, that is the Paris commercial court for a company registered in the capital. The articles of association may provide for an arbitration clause, which will override this jurisdiction. For URSSAF or tax reassessments, the competent court varies with the nature of the dispute. The firm regularly pleads before the Paris commercial court and assists executives facing audits by the authorities.