Changing the director of a French company while the shareholders, parent company or founder are abroad is a corporate decision followed by a registry procedure. It is not completed merely because the shareholders have signed minutes, and it is not completed merely because a new person has accepted the office. The company must align its internal decision, its articles of association, its legal notice, its filing with the French one-stop shop and the information appearing on the Kbis, the official extract from the Trade and Companies Register. A foreign founder must also manage identity documents, certified translations, signing authority and the practical limits of a remote filing. The sequence differs according to whether the company is a SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, simplified joint-stock company), a SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, limited liability company), or another form. The safest approach is to identify the competent corporate body first, prepare a complete evidence pack, file the modification within one month and then verify that the new director is visible to third parties. This guide explains how to do that from outside France, what the INPI and the registry will expect, and how to react when the filing is rejected or delayed.<\/p>\n
The first question is not which online form to complete. It is which body has power to end the former mandate and appoint the replacement. The answer is found in the company\u2019s legal form, articles of association and previous appointment instrument. A filing cannot repair a decision taken by the wrong body. The registry may request the missing resolution, reject an inconsistent act or leave the company with an outdated director on its public record.<\/p>\n
For a SAS, the articles of association are central. Article L. 227-5 of the French Commercial Code<\/a> states: \u00ab Les statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e. \u00bb The articles may therefore determine who appoints the president, whether a director general exists, how a mandate ends, what majority is required and whether a consultation may be held in writing. They may also distinguish the president from other officers. A foreign shareholder should read the current version of the articles rather than rely on a standard SAS template or on the practice of another group company.<\/p>\n Article L. 227-6 of the Commercial Code<\/a> adds the external dimension: the SAS is represented towards third parties by a president appointed under the articles. The president has broad powers to act for the company within the corporate purpose, and limitations contained in the articles are generally not enforceable against third parties. A replacement must therefore be planned around the exact effective date. If the former president has resigned, the resignation letter, the corporate decision acknowledging it and the appointment of the new president should not leave contradictory dates. If the former president has been removed, the minutes should identify the legal and statutory basis for that decision and the date on which the new appointment takes effect.<\/p>\n The Supreme Court confirmed the importance of the SAS articles in Cass. com., 9 March 2022, no. 19-25.795<\/a>. In the official decision, the Court reproduced the rule that \u00ab les conditions dans lesquelles les dirigeants d’une soci\u00e9t\u00e9 par actions simplifi\u00e9e peuvent \u00eatre r\u00e9voqu\u00e9s de leurs fonctions sont, dans le silence de la loi, librement fix\u00e9es par les statuts, qu’il s’agisse des causes de la r\u00e9vocation ou de ses modalit\u00e9s \u00bb. The citation was checked against the full decision returned by Judilibre and the verification tool marked it \u201cCONFORME\u201d. In practical terms, a foreign group cannot assume that a president is removable in the same way in every French subsidiary. The articles must be reviewed before a notice is sent to the outgoing director or a meeting is convened.<\/p>\n For a SARL, the legal mechanism is more directly framed by the Commercial Code. Under article L. 223-18 of the Commercial Code<\/a>, the company is managed by one or more natural persons; the managers may be chosen outside the shareholder group and are appointed by the shareholders, in the articles or by a later instrument, under the conditions referred to in article L. 223-29. The same provision allows the name of a manager in the articles to be removed when that manager\u2019s functions end. This distinction matters: a separate appointment act may be enough for a change of manager, while a manager named in the articles may require an amendment to those articles as well.<\/p>\n A foreign founder should also separate the corporate office from any employment contract. Removing a president, director general or manager from a corporate mandate does not automatically terminate an employment relationship, a consulting agreement, a service contract or a remuneration arrangement. Conversely, the end of an employment relationship does not necessarily remove the person from the corporate register. The resolution should state precisely which mandate ends, which contract is affected, if any, and whether the company is reserving its rights. A broad and careless sentence can create a second dispute that was not necessary to the registry filing.<\/p>\n For a removal in a SAS, the commercial court\u2019s case law also distinguishes the power to revoke from the manner in which it is exercised. In Cass. com., 20 February 2019, no. 17-21.470<\/a>, the official text states that a person who had been told the precise grounds and had sufficient time to respond \u00ab ayant eu connaissance des motifs pr\u00e9cis de la r\u00e9vocation de ses mandats, et ayant dispos\u00e9 d’un temps suffisant pour se d\u00e9placer et pr\u00e9senter ses observations, ne pouvait se pr\u00e9valoir d’aucun manquement au devoir de loyaut\u00e9 dans l’ex\u00e9cution du droit \u00e0 r\u00e9vocation de ses mandats \u00bb. Judilibre returned the full motivation, and the citation verification result was \u201cCONFORME\u201d. That decision does not replace the company\u2019s articles, but it illustrates why a foreign shareholder should create a defensible record of notice, meeting procedure and opportunity to respond.<\/p>\n The reverse risk is an abusive or humiliating process. Article 1240 of the Civil Code<\/a> provides that any fault causing damage requires the person responsible to repair it. A director may therefore challenge the circumstances of a removal even where the company had power to end the mandate. The resolution should remain factual, avoid unnecessary allegations and be accompanied by a proper handover plan. The corporate objective is to replace the director and secure the company\u2019s continuity, not to turn the registry filing into a public accusation.<\/p>\n