Foreign shareholders can remove the president of a French Soci\u00e9t\u00e9 par actions simplifi\u00e9e (SAS), but the answer is not found in a standard \u201cone-size-fits-all\u201d rule. French law gives the SAS considerable freedom to organise its management. The articles of association may give the removal power to all shareholders, a stated majority, one majority shareholder, a committee, or another body. They may also require a serious reason, prior notice, a defined agenda, a hearing, or payment of an indemnity. A foreign founder therefore needs to read the French company\u2019s articles before sending a removal notice or locking the president out of systems. The same decision has two separate dimensions: whether the president\u2019s mandate ended validly, and whether the decision was implemented in a brutal, disloyal, humiliating, or contractually non-compliant manner. A valid removal can still lead to damages. Conversely, a dispute about the reasons may not cancel a removal if the articles authorise removal without cause, but it can create a compensation claim. This guide explains the vote, remote participation, evidence, replacement, Guichet unique filing, Kbis update, banking and tax handover, and the claims a former president may bring.<\/p>\n
A French SAS is a company whose capital is divided into shares and whose liability is, in principle, limited to the shareholders\u2019 contributions. It is often chosen by an overseas founder because its internal governance can be tailored more closely than the statutory governance of some other French company forms. That flexibility also creates a practical risk: two SAS companies with the same shareholding may have completely different rules for removing their presidents.<\/p>\n
The starting point is Article L. 227-5 of the French Commercial Code<\/a>. It states: The legal representative role is also important. Article L. 227-6 of the French Commercial Code<\/a> provides: The articles should answer at least eight questions:<\/p>\n Article L. 227-9 of the French Commercial Code<\/a> adds a second layer: The words \u201cforeign shareholders\u201d do not change that analysis. A shareholder incorporated in the United Kingdom, the United States, the United Arab Emirates, Switzerland, or another country may vote through the method permitted by the articles. The shareholder\u2019s nationality does not by itself require a French resident shareholder or a physical meeting in France. The real questions are authority, notice, representation, signature, voting rights, and proof.<\/p>\n A foreign company may itself be the president of an SAS. In that situation, Article L. 227-7 of the French Commercial Code<\/a> states that when a legal person is appointed president, the managers of that legal person bear the same civil and criminal obligations and liabilities as if they were president in their own name, without prejudice to the joint liability of the legal person. Removing a corporate president therefore requires checking both the French company\u2019s articles and the identity and authority of the foreign parent\u2019s permanent representative. Do not confuse the removal of the foreign corporate president with the replacement of the permanent representative who acts for that corporate president.<\/p>\n The French Supreme Court, Commercial Chamber, in its judgment of 14 April 2015, no. 14-15.869, made the statutory starting point explicit. The decision says: There is a further distinction between a mandate and a contract. The president may have a corporate mandate, an employment contract for separate technical duties, a consulting agreement, a shareholders\u2019 agreement, a transaction bonus, or a promise made in an investment protocol. Ending the mandate does not automatically terminate every other relationship. The company should map each document, identify its parties, and check whether the removal triggers a payment or a separate termination process.<\/p>\n The contract principles reinforce that work. Article 1103 of the French Civil Code<\/a> states: Before taking a public position against the president, the shareholders should prepare a one-page governance map. It should identify the company\u2019s SIREN number, the current president shown in the Kbis, the share register and voting rights, the appointment provision, the removal provision, the convener, the notice channel, the required majority, and the replacement decision. SIREN is the nine-digit French business identification number. A Kbis is the official extract that summarises a company\u2019s registration information. This map prevents a common cross-border error: obtaining a majority of economic ownership but not the voting threshold or decision-making route required by the articles.<\/p>\n Foreign shareholders commonly need to act from several time zones. That is manageable if the articles and the evidence are designed for it. First, verify whether the articles permit a written consultation, video meeting, electronic signature, or proxy. Some articles allow any reliable written process; others refer to an assembly with detailed notice rules. If the articles are silent, do not improvise a procedure that could be challenged. Ask French corporate counsel to determine whether a unanimous written decision, a physical or video meeting, or a court-supported solution is appropriate.<\/p>\n Each foreign corporate shareholder should issue a current authority package. It normally includes a recent corporate extract or equivalent, the internal resolution authorising the vote, evidence that the signatory can bind the shareholder, a power of attorney if a proxy is used, and a translation where the recipient, court, bank, or filing authority needs one. An apostille or legalisation may be required for some foreign documents. The requirement depends on the country of origin, the document, and the receiving authority; it should not be assumed from the fact that the vote takes place online.<\/p>\n The meeting notice should state that removal of the president is proposed, identify the replacement question if one will be decided at the same meeting, and attach or make available the articles, the reasons relied upon where the articles require them, and the supporting documents. A vague agenda such as \u201cgeneral management matters\u201d creates avoidable arguments. If the president is also a shareholder, check the articles and any shareholder agreement for voting rights, conflicts, exclusions, or special rules. Do not remove the person\u2019s shareholder voting rights without a clear legal basis.<\/p>\n The difference between capital and votes deserves particular care. An investor may own 60% of the capital but less than 60% of the voting rights if the articles created different share classes. A foreign parent may hold preferred shares with a veto, while a founder retains ordinary voting control. A shareholder agreement may require consent from a minority investor before a change of president. Such a private veto may produce a damages dispute even where the statutory vote appears sufficient. The secretary or counsel should make a calculation that records the articles\u2019 denominator, each class, abstentions, proxies, and the result.<\/p>\n Removal without a reason and removal for a reason are different strategies. If the articles say the president is removable \u201cat any time\u201d without a reason, the company should still follow the notice and loyalty requirements. If the articles require a serious reason or a just reason, the company should assemble evidence before calling the vote. A shareholder\u2019s loss of confidence can be relevant, but a bare assertion is weaker than dated board minutes, unexplained transactions, missed reporting obligations, unauthorised commitments, a documented breakdown in governance, or evidence that the corporate interest was placed at risk.<\/p>\n The French Supreme Court\u2019s Commercial Chamber judgment of 9 March 2022, no. 19-25.795, states the governing logic: Where the president controls the usual notice mechanism, the articles should be checked for an alternative convener. They may authorise a director general, an investor representative, a committee, or another officer to call the shareholders. If they do not, the shareholders may need an urgent, carefully framed court application for a temporary measure or an ad hoc agent. That is not an automatic substitute for the articles. The applicant must explain the governance blockage, the urgency, the proposed agenda, and the safeguards for all shareholders. A rushed email vote that bypasses the prescribed convener can create more litigation than it solves.<\/p>\n Do not use an employment disciplinary script as a substitute for the corporate process. The president\u2019s corporate mandate is not automatically an employment contract. Nevertheless, the procedural fairness of the removal matters. The person should receive enough information and a real opportunity to respond when the circumstances or the articles call for it. A response can be organised by video conference, written observations, or a representative, provided that the chosen method is consistent with the articles and gives a genuine opportunity to address the allegations.<\/p>\n Remote evidence should be preserved in a form that can be understood later by a French commercial court. Keep the original notices, delivery reports, calendar invitations, video attendance list, signed proxies, foreign corporate resolutions, identity documents, the version of the articles circulated, the vote tally, the minutes, and the documents supplied to the outgoing president. Preserve the time zone and date. A foreign shareholder should not rely only on a messaging application or an editable spreadsheet. Export a final PDF, preserve the underlying electronic records, and record who certified the minutes.<\/p>\n Finally, plan the replacement before the vote. The company should know whether the new president is a person or a legal entity, whether that person accepts the role, whether a permanent representative is required, and which bank, tax, payroll, signing, and customer powers must be transferred. A removal that leaves an SAS without a usable legal representative may interrupt payments, payroll, tax access, customer contracts, and court deadlines. The decision can state the effective time precisely, subject to the articles and applicable formalities.<\/p>\n A defensible procedure has four files: authority, reasons, process, and handover. The authority file contains the current articles, any shareholders\u2019 agreement that can affect the process, the share and vote calculation, the convocation power, and each foreign shareholder\u2019s proof of authority. The reasons file contains the objectively dated events relied upon and separates facts from conclusions. The process file contains notice, attachments, observations, attendance, vote, minutes, and the effective date. The handover file identifies bank mandates, tax credentials, contracts, accounting records, customer communications, employment access, insurance, litigation, and company property.<\/p>\n The vote should be recorded in a detailed written decision rather than a single sentence. The minutes should identify the legal name and registered office of the SAS, the SIREN number, the shareholders or their representatives, the convener, the notice date, the documents considered, the applicable article, the vote result, the removal date, the appointment of the new president, and the authority granted to file the change. If the articles require reasons, the minutes should connect the decision to those reasons without publishing unnecessary personal allegations.<\/p>\n French case law separates the existence of a removal power from the conditions in which it is exercised. In the 8 April 2014 judgment, Commercial Chamber, no. 13-11.650, the official record refers to the president having been heard and states: The warning is stronger in the 20 February 2019 judgment, Commercial Chamber, no. 17-21.470. The official decision records the argument that the court must look beyond a merely formal exchange: The 14 November 2018 judgment, Commercial Chamber, no. 17-11.103, considered a president\u2019s removal under articles that allowed damages where there was no just reason. The official decision records the phrase: The 17 March 2021 judgment, Commercial Chamber, no. 19-14.525, gives a direct cross-border governance warning. The official decision states: After the decision, the corporate formalities must be completed. The official Service Public Entreprendre page on changing a company director<\/a> explains that, for an SAS, the president is changed in the conditions set by the articles. It also identifies the usual practical sequence: a decision recorded in minutes, publication of a notice in an authorised legal-notices medium, and a declaration through the Guichet des formalit\u00e9s des entreprises. The notice should identify the outgoing and incoming director, the company, the reason for the change where required, and the effective date.<\/p>\n \u201cGuichet unique\u201d means the single online portal for French business formalities. The INPI page on modifying a company<\/a> explains that changes affecting information shown in the Kbis may require a legal notice and a modification filing. INPI is the Institut national de la propri\u00e9t\u00e9 industrielle, the French public body that operates the secure e-procedures platform and maintains the National Register of Enterprises, or RNE. A foreign shareholder can use a French lawyer or another mandataire, meaning an authorised agent, but the filing should include the written mandate and the required supporting documents.<\/p>\n The filing package commonly includes the removal and appointment minutes, the legal-notice publication certificate, updated articles if the president\u2019s identity appears in them, the new president\u2019s identification document, a declaration of non-conviction and parentage for a new individual president, and evidence of the permanent representative if a legal person is appointed. The exact online prompts can change. Before submission, compare the data in the draft form with the minutes and the current Kbis. A mismatch in spelling, date of birth, address, or corporate capacity can trigger a request for regularisation.<\/p>\n Service Public indicates a one-month period for the change-of-director publication and filing sequence. The company should not treat that period as permission to delay the update. The Kbis, the RNE record, the bank mandate, and the actual authority to sign should be aligned as soon as possible. The official Guichet des formalit\u00e9s page<\/a> confirms that, since 1 January 2023, creation, modification, and cessation formalities are made online through the single portal. Keep the filing receipt, the validation message, and any request for correction.<\/p>\n Do not omit the beneficial-owner review. A change of president does not always change the beneficial owners, but it can do so where the incoming person is also a shareholder or where voting control changes. Beneficial owners are the natural persons who ultimately own or control the company. The filing should answer the portal\u2019s question about whether their situation has changed. If it has, submit the corresponding declaration rather than assuming that the old information remains correct.<\/p>\n The transition must also reach the public administration. Impots.gouv.fr explains that the professional account<\/a> allows a company to declare and pay professional taxes, request refunds, and consult its tax account. The incoming president or authorised tax delegate should confirm access to the company\u2019s professional space, secure messaging, value-added tax filings, corporate-tax instalments, and refund requests. The former president\u2019s access should be removed according to the company\u2019s security policy, while retaining legally required records.<\/p>\n The same handover applies to the URSSAF, the French social-security collection body, payroll provider, occupational-health service, insurer, bank, payment processor, accounting firm, domain administrator, and litigation counsel. The bank should receive the minutes, filing evidence, and identity documents it requests. A bank may keep the old mandate active until it has completed its own checks, so the company should create a written cut-off procedure. If an urgent payment is due between the vote and the bank\u2019s update, record who is authorised to approve it and on what legal basis.<\/p>\n For public opposability, remember the difference between the internal effective date and the date at which a third party can reasonably rely on the updated registration. Article L. 227-6<\/a> gives the president extensive powers in dealings with third parties and makes statutory limits generally inopposable to them. That is why a foreign shareholder should not simply send customers a message saying \u201cthe president no longer represents us\u201d while leaving the Kbis and bank records unchanged. The company needs a coordinated notice, a replacement, and public filing.<\/p>\n The former president\u2019s potential claims should be assessed in three separate boxes. The first is validity: did the competent body vote, with the required majority, after proper notice and under the applicable articles? The second is manner: was the removal implemented loyally and without humiliating or brutal circumstances? The third is money: does an article, appointment decision, investment protocol, employment contract, or other agreement provide an indemnity, notice payment, bonus, or compensation?<\/p>\n For the first box, the 9 March 2022 decision no. 19-25.795 explains that an SAS director can be removable without a just reason when the articles do not impose one. The official decision says, in the context of the clause examined: For the second box, even an at-will mandate is not a licence for an abusive process. In the same 2022 decision, the official record states that a director may claim compensation when removed in brutal or vexatious circumstances. The wording includes: The company\u2019s exposure is not limited to the president\u2019s own compensation. Article 1240 of the French Civil Code<\/a> states: A claim may concern lost remuneration, a contractual indemnity, reputational damage, the cost of a premature termination, or the financial consequences of a failure to respect a transition commitment. Article 1231-1 of the French Civil Code<\/a> provides that a debtor may owe damages for non-performance or delay unless force majeure prevented performance. The calculation must be tied to a legal obligation and a proved loss. A former president does not automatically receive all future remuneration merely because the shareholders changed the person in office.<\/p>\n Indemnity language deserves a full review. The 12 October 2022 judgment, Commercial Chamber, no. 21-15.382, concerned an SAS director general whose appointment materials included a written compensation promise. The official judgment records the clause: The later 9 July 2025 judgment, Commercial Chamber, no. 23-21.160, is particularly useful for investment documentation. The court held, in the matter before it, that an extra-statutory provision was not contrary to the articles, stating: That analysis should be combined with Article 1103 of the Civil Code<\/a> and Article 1104<\/a>. A shareholders\u2019 agreement can be binding between its signatories even when it is not a public corporate instrument. A breach may justify damages or a settlement, while the corporate vote may remain effective towards third parties. The settlement document should distinguish the end of the mandate, payment of money, release of claims, confidentiality, return of records, data access, non-disparagement, and any employment or consulting termination.<\/p>\n The 2024 judgment, Commercial Chamber, no. 22-20.482, adds an important current-law caution<\/a> about cancellation. The decision states that, in the case it examined, the nullity was relative: The 2015 judgment no. 14-15.869 remains relevant where the articles require a serious reason. The court applied the company\u2019s unanimous-vote and serious-reason clause and examined whether the president had been informed of the proposed reasons and given a chance to explain. The foreign shareholders should make a contemporaneous record of the evidence they relied upon, not create reasons after the vote. If the board or shareholder group has only a general disagreement about strategy, the safest path may be a negotiated departure, a resignation with a release, or a properly structured vote under an at-will clause rather than an accusation of misconduct.<\/p>\n What should the company do if the president refuses to hand over passwords, accounting files, contracts, or a company laptop? The answer should be calibrated to the property and the risk. The company can preserve its own records, suspend access where needed to protect data and funds, notify the bank and counterparties, and request a formal handover. It should avoid taking personal devices or private material without a legal basis. A written inventory, an access log, and a neutral third-party collection process are easier to defend than an improvised confrontation.<\/p>\n What if the president claims that the removal was an employment dismissal? Analyse the employment relationship separately. A corporate mandate may coexist with a contract of employment only if the technical duties are distinct and a genuine relationship of subordination exists. The end of the mandate may affect the job, but it is not automatically a dismissal under employment law. Payroll, notice, protected status, severance, and the relevant collective agreement should be reviewed before any communication is sent. A foreign parent should not ask the French company to stop salary payments as a shortcut.<\/p>\n What if the president is also the foreign parent\u2019s director or founder? The group should separate the capacities. A person may be president of the French SAS, employee of the foreign parent, shareholder of both entities, signatory under a management-services agreement, and beneficiary of an incentive plan. The French removal ends only the French mandate unless another document says otherwise. The evidence file should identify each capacity and the decision taken for each one.<\/p>\n For settlement or litigation, prepare a chronology in both the local time and French time. Attach the articles as they stood on the decision date, the appointment documents, the notice and proof of receipt, the response, the minutes, the vote count, the public filing, the bank and tax handover, and the financial calculation. A French commercial court will need to see what happened, who had authority, which document governed each step, and what loss is claimed. A foreign-language exhibit should be translated when needed for the proceeding; retain the original and do not silently alter the text.<\/p>\n The practical decision tree is short:<\/p>\n For a foreign founder at the incorporation stage, the best protection is prospective drafting. The articles should state who can remove the president, whether a cause is required, how notice is delivered internationally, whether video meetings and electronic signatures are allowed, how a deadlock is handled, whether an interim president can be appointed, and how any indemnity interacts with an investment agreement. This turns an emergency question into a predictable governance process.<\/p>\n Foreign shareholders can remove the president of a French SAS, but their voting percentage is only the first part of the answer. The decisive documents are the current articles, the voting-rights structure, the appointment records, and any binding investment or shareholders\u2019 agreement. A removal without a required reason can still be abusive if the company acts brutally or disloyally. A procedural defect may support damages without automatically cancelling the removal, particularly under the current nullity rules. The safest sequence is to verify authority, issue a precise notice, give a real opportunity to respond, record the vote and replacement, complete the INPI and Guichet unique filing, update the Kbis and RNE, and organise the bank, tax, payroll, and records handover. For the wider legal framework around launching and structuring a French company, see the firm\u2019s French company formation and corporate structuring service<\/a>.<\/p>\n Official administrative guidance should be checked for the filing interface and required documents on the date of submission. The Service Public director-change guide<\/a>, the INPI modification steps<\/a>, and the professional tax-account information on impots.gouv.fr<\/a> provide the administrative reference points; the statutory and case-law links above provide the legal framework for the decision and the resulting dispute.<\/p>\n You can arrange a telephone consultation within 48 hours with a lawyer from the firm.<\/p>\n Call Ma\u00eetre Reda Kohen at +33 6 46 60 58 22<\/a> or send the documents through the contact form<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":" Foreign shareholders can remove a French SAS president only through its governance rules. This guide covers votes, notice, evidence, damages, replacement and INPI filings.<\/p>\n","protected":false},"author":251031309,"featured_media":16510,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kj_source_type":"","_kj_official_id":"","_kj_official_url":"","_kj_judilibre_id":"","_kj_jur":"","_kj_lieu":"","_kj_chambre":"","_kj_rg":"","_kj_date":"","activitypub_content_warning":"","activitypub_content_visibility":"","activitypub_max_image_attachments":4,"activitypub_interaction_policy_quote":"anyone","activitypub_status":"federated","footnotes":""},"categories":[80314,80313],"tags":[],"class_list":["post-2113389","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nLes statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e.<\/q> In English, the articles set the conditions in which the company is managed. For removal, this means that the first document to obtain is the complete, current version of the articles, including amendments adopted after incorporation. A foreign investor\u2019s term sheet, shareholders\u2019 agreement, appointment letter, investment protocol, or management contract may add obligations, but it does not automatically replace the company\u2019s formal governance rules.<\/p>\n
La soci\u00e9t\u00e9 est repr\u00e9sent\u00e9e \u00e0 l’\u00e9gard des tiers par un pr\u00e9sident d\u00e9sign\u00e9 dans les conditions pr\u00e9vues par les statuts.<\/q> The president is therefore not merely an employee with an internal title. The president represents the SAS towards customers, banks, public authorities, employees, suppliers, and courts. Removing the person from the mandate should be followed by a properly documented appointment of a replacement and a prompt update of the public registration information.<\/p>\n
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Les statuts d\u00e9terminent les d\u00e9cisions qui doivent \u00eatre prises collectivement par les associ\u00e9s dans les formes et conditions qu’ils pr\u00e9voient.<\/q> \u201cAssoci\u00e9s\u201d means the shareholders of the SAS. The article does not supply a universal removal majority. It confirms that the company\u2019s articles must identify the decisions that are collective and the form in which they are adopted. A shareholder who applies the majority used in another group company, or assumes that 51% is always enough, may approve a defective decision.<\/p>\n
les modalit\u00e9s de r\u00e9vocation du pr\u00e9sident d’une soci\u00e9t\u00e9 par actions simplifi\u00e9es sont soumises aux dispositions statutaires lorsqu’il en existe<\/q>. The official decision is available on L\u00e9gifrance, Commercial Chamber, 14 April 2015, no. 14-15.869<\/a>. In that case the articles required a serious reason and a unanimous decision. The lesson for a foreign shareholder is practical: an \u201cat-will\u201d removal is not at-will if the company\u2019s own articles have chosen a protected mandate.<\/p>\n
Les contrats l\u00e9galement form\u00e9s tiennent lieu de loi \u00e0 ceux qui les ont faits.<\/q> Article 1104<\/a> adds:
Les contrats doivent \u00eatre n\u00e9goci\u00e9s, form\u00e9s et ex\u00e9cut\u00e9s de bonne foi.<\/q> A foreign shareholder cannot safely assume that a private commitment is irrelevant merely because it is not copied into the articles. It may not alter the statutory voting power, yet it may create a personal payment obligation or a claim for breach if the promised process is ignored.<\/p>\n
B. How to test the majority, notice, remote vote and conflicts before the decision<\/h3>\n
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<\/q>. Read the complete decision at L\u00e9gifrance, Commercial Chamber, 9 March 2022, no. 19-25.795<\/a>. That case concerned a director general rather than the president, so it should not be copied mechanically. It remains valuable because it shows how the court reads the words actually used in the articles, rather than adding a \u201cjust reason\u201d requirement that the document does not contain.<\/p>\n
II. When is the removal valid, and what exposure follows for the company?<\/h2>\n
A. How to run a defensible removal procedure and update the Kbis and RNE<\/h3>\n
le principe du contradictoire a \u00e9t\u00e9 respect\u00e9<\/q>. The decision is available at L\u00e9gifrance, Commercial Chamber, 8 April 2014, no. 13-11.650<\/a>. The case also records that an immediate effective date was not, by itself, enough to establish abuse on the facts examined. A foreign shareholder may therefore act quickly, but speed should not be confused with denying the person any usable chance to respond.<\/p>\n
au-del\u00e0 du respect strictement formel de la contradiction<\/q>. See L\u00e9gifrance, Commercial Chamber, 20 February 2019, no. 17-21.470<\/a>. In a cross-border dispute, an apparently generous notice period can still be unfair if the shareholder deliberately schedules a hearing in a way that makes participation impossible, refuses the documents needed to answer, or announces the result before the hearing.<\/p>\n
la perte de confiance des actionnaires \u00e0 son \u00e9gard, pour subjective qu’elle puisse \u00eatre, appara\u00eet bien r\u00e9elle<\/q>. The judgment can be read at L\u00e9gifrance, Commercial Chamber, 14 November 2018, no. 17-11.103<\/a>. The practical point is not that \u201closs of trust\u201d always validates a removal. It is that a court may examine whether the loss of trust was real, whether the articles required more, whether it affected the company, and whether the hearing and communication were proper.<\/p>\n
le respect du formalisme statutaire s’imposant quel que soit le nombre d’associ\u00e9s<\/q>. It is available at L\u00e9gifrance, Commercial Chamber, 17 March 2021, no. 19-14.525<\/a>. A company that has become effectively unipersonal cannot automatically discard the formal method in its articles. A foreign parent that is the only remaining shareholder should still follow the prescribed decision form, keep a signed record, and avoid relying on a tacit instruction sent to the French accountant.<\/p>\n
B. What the former president can claim and how foreign shareholders should defend or settle<\/h3>\n
cette derni\u00e8re disposition ne conditionne nullement la r\u00e9vocation du dirigeant \u00e0 l’existence de justes motifs<\/q>. The entire judgment is at L\u00e9gifrance, Commercial Chamber, 9 March 2022, no. 19-25.795<\/a>. The phrase concerns a director general and a particular clause. It should be used as a reading method, not as a universal formula for every president.<\/p>\n
le dirigeant d’une soci\u00e9t\u00e9 par actions simplifi\u00e9es peut r\u00e9clamer l’indemnisation de son pr\u00e9judice<\/q>. A foreign shareholder should therefore avoid announcing alleged misconduct to customers, employees, or the press before the decision is final; changing locks and access may be justified to protect the company, but it should be done discreetly and with a documented business reason; and the outgoing president should receive a controlled handover request rather than a humiliating public accusation.<\/p>\n
Tout fait quelconque de l’homme, qui cause \u00e0 autrui un dommage, oblige celui par la faute duquel il est arriv\u00e9 \u00e0 le r\u00e9parer.<\/q> The relevant defendant may be the SAS, a shareholder who committed a personal fault, or another actor depending on the facts. The company should not assume that a majority vote transfers every risk to the foreign shareholders personally. Nor should it assume that the company alone is always safe if a shareholder orchestrated a deliberately disloyal process.<\/p>\n
en cas de r\u00e9vocation de vos fonctions de directeur g\u00e9n\u00e9ral de la soci\u00e9t\u00e9 sans juste motif<\/q>. Read it at L\u00e9gifrance, Commercial Chamber, 12 October 2022, no. 21-15.382<\/a>. The case shows why foreign investors must read the appointment resolution and attached letter together. An indemnity can arise from a document connected to the appointment even when the articles use different language.<\/p>\n
de sorte qu’elle n’est pas contraire \u00e0 l’article 16 des statuts de la Sogecler<\/q>. See L\u00e9gifrance, Commercial Chamber, 9 July 2025, no. 23-21.160<\/a>. The published analysis concerns a personal commitment by investors to secure an indemnity for a director general. It does not mean that every shareholders\u2019 agreement rewrites an SAS removal clause. It does mean that a foreign investor should identify who promised what, whether the promise was personal or corporate, and whether the required appointment resolution was actually adopted.<\/p>\n
la nullit\u00e9 encourue \u00e9tant relative<\/q>. It is available at L\u00e9gifrance, Commercial Chamber, 4 April 2024, no. 22-20.482<\/a>. That case involved a director general and a challenge to a later resolution. Since 1 October 2025, the framework has been reorganised by the corporate-nullity reform. The current Article 1844-10 of the Civil Code<\/a> states:
Sauf si la loi en dispose autrement, la violation des statuts ne constitue pas une cause de nullit\u00e9.<\/q> A breach of the articles may still support damages, a contractual claim, or another remedy. It should not be described automatically as an annulment of the removal.<\/p>\n
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Conclusion<\/h2>\n
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