You created a French SAS with a local president because banks, suppliers and the commercial court registry like a manager on the ground, and now the relationship has broken down. The president refuses to resign, signs commitments you never approved and answers your emails with silence. You live in London, New York or Dubai, you hold the majority of the shares, and you wonder whether distance condemns you to keep a manager you no longer trust. It does not. French law gives the shareholders the power to remove the president of a SAS, and the removal can be prepared, voted and filed from abroad. But the procedure is unforgiving: everything depends on what your articles of association say, the vote must follow them to the letter, the change must be published before it binds third parties, and a brutal removal can cost damages. This guide walks you through each step with the exact legal texts, two recent Court of Cassation decisions and the practical filings that get you a new Kbis, the official company identity certificate issued by the greffe, the registry of the commercial court, without boarding a plane.<\/p>\n
In a French SARL, the law organises the removal of the manager in detail. In a SAS, the opposite is true: the Commercial Code deliberately says almost nothing, and sends you back to your own articles. Article L. 227-5 of the Commercial Code<\/a> provides, in one sentence: “Les statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e.” Your articles of association set the conditions under which the company is managed, and that includes how its managers leave. Before sending any letter or calling any meeting, a foreign shareholder must therefore read the articles as a judge would read them, because the articles are the law of the removal.<\/p>\n The Court of Cassation confirmed this freedom in the clearest terms on 9 March 2022, in a widely commented decision about the Hubbard group (appeal no. 19-25.795, published in the Bulletin). The Court held that “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”. In plain English: where the statute is silent, the articles freely set the conditions for removing SAS managers, both the grounds and the procedure. In that case the articles allowed removal at any time, and the Court approved the outcome that “la r\u00e9vocation de M. [N] en tant que directeur g\u00e9n\u00e9ral de la soci\u00e9t\u00e9 Hubbard pouvait intervenir sans qu’il soit n\u00e9cessaire de justifier d’un juste motif”. No serious cause had to be proved, because the articles did not require one. Read the full decision on the official site of the Court: Cass. com., 9 March 2022, no. 19-25.795<\/a>.<\/p>\n Concretely, your articles usually fall into one of three patterns. First, removal “ad nutum”, at any time and without grounds: the shareholders can end the mandate whenever they wish, and the president cannot demand that you prove a fault. Second, removal for “justes motifs”, serious cause: you must be able to document misconduct, prolonged absence, competing activity or loss of confidence supported by facts, because a court reviewing the case will check the reality of the grounds. Third, removal surrounded by protective procedure: prior notice, a right to be heard, a reinforced majority or a reasoned decision. Each pattern is valid. What kills removals in court is not the pattern itself but the gap between the pattern and what the shareholders actually did.<\/p>\n A very recent decision shows how strict courts are about that gap. On 9 July 2025 the commercial chamber of the Court of Cassation (appeal no. 24-10.428) recalled that “les statuts de la soci\u00e9t\u00e9 par actions simplifi\u00e9e fixent les conditions dans lesquelles celle-ci est dirig\u00e9e, notamment les modalit\u00e9s de r\u00e9vocation de ses dirigeants. Si une d\u00e9cision des associ\u00e9s peut compl\u00e9ter les statuts sur ce point, elle ne peut y d\u00e9roger, quand bien m\u00eame aurait-elle \u00e9t\u00e9 prise \u00e0 l’unanimit\u00e9.” Shareholders may supplement silent articles with a collective decision, but they can never contradict the articles, even unanimously. In that case the articles allowed removal at will without compensation, while minutes of a shareholders’ meeting had granted the manager stronger protection; the Court swept the minutes aside and applied the articles. The lesson for a foreign owner is blunt: a side letter, an investment protocol or a unanimous email chain cannot rewrite the articles. If you want protection for yourself or firmer rules against the president, amend the articles first, then vote. The official decision is here: Cass. com., 9 July 2025, no. 24-10.428<\/a>.<\/p>\n Two companion provisions complete the picture. Article L. 227-9 of the Commercial Code<\/a> states that “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.” Removal of the president is very often reserved to the shareholders collectively, in the forms the articles provide: general meeting, written consultation or electronic vote. And Article L. 227-8 of the Commercial Code<\/a> adds that “Les r\u00e8gles fixant la responsabilit\u00e9 des membres du conseil d’administration et du directoire des soci\u00e9t\u00e9s anonymes sont applicables au pr\u00e9sident et aux dirigeants de la soci\u00e9t\u00e9 par actions simplifi\u00e9e.” The president you want to remove faces the same liability regime as directors of a public limited company, which matters twice: it gives you arguments to document a removal for cause, and it reminds you that a president who stays in place after the conflict starts can still bind the company. If the president is a foreign legal entity rather than an individual, Article L. 227-7 of the Commercial Code<\/a> warns that “les dirigeants de ladite personne morale sont soumis aux m\u00eames conditions et obligations et encourent les m\u00eames responsabilit\u00e9s civile et p\u00e9nale que s’ils \u00e9taient pr\u00e9sident ou dirigeant en leur nom propre, sans pr\u00e9judice de la responsabilit\u00e9 solidaire de la personne morale qu’ils dirigent”. You remove the legal entity through its own managers, and both levels answer for what happens next.<\/p>\n Foreign founders sometimes discover at this stage that the real problem is not the presidency but the shareholding: the president also owns shares, sometimes with a shareholders’ agreement promising stability. Two statutory tools may help, but only if your articles use them. Article L. 227-14 of the Commercial Code<\/a> allows the articles to provide that “Les statuts peuvent soumettre toute cession d’actions \u00e0 l’agr\u00e9ment pr\u00e9alable de la soci\u00e9t\u00e9”, so you can control to whom a departing president sells. Article L. 227-16 of the Commercial Code<\/a> goes further: “Dans les conditions qu’ils d\u00e9terminent, les statuts peuvent pr\u00e9voir qu’un associ\u00e9 peut \u00eatre tenu de c\u00e9der ses actions.” A forced-transfer clause lets you buy out a shareholder-president in defined events, with suspended non-pecuniary rights until transfer. Check whether your articles contain these clauses before announcing the removal; removing the mandate does not remove the shares, and a president stripped of office but still sitting at the shareholders’ table remains dangerous.<\/p>\n Once the articles are understood, the vote itself can be organised entirely from abroad, provided you reproduce exactly the forms the articles require. French law does not force a physical meeting in Paris. If your articles allow consultation in writing, videoconference or electronic vote, a shareholder in New York or Singapore can validly vote at 3 p.m. Paris time from a laptop. If the articles impose a physical general meeting, hold it in France with a proxy: give a written proxy to your French lawyer, your accountant or a trusted shareholder, and keep proof that the proxy matches the articles’ wording. Courts annul removals for defects that look trivial from abroad: a notice period counted in calendar days instead of business days, a convening email sent to an old address, a majority computed on all shares instead of voting shares present, or the revoked president’s own votes counted when the articles excluded him from voting on his fate. Read the clause on convening, quorum and majority three times, then apply it literally.<\/p>\n The convening step deserves special care. Send the notice in the form and language the articles impose, to every shareholder entitled to vote, within the contractual deadline. State that the agenda includes the removal of the president and, separately, the appointment of the successor, because bundling both points in one vague item invites challenge. Attach the draft resolutions and the factual grounds when the articles require a serious cause or a reasoned decision. When the articles grant the president a right to be heard, organise a real adversarial step: invite him in writing to submit written observations by a clear deadline or to speak at the start of the meeting, and record that invitation in the file. You do not need his agreement, but you need proof that he could speak. From abroad, use registered electronic delivery or international registered mail with acknowledgement of receipt, keep the timestamps, and store everything in both English and French, since the minutes filed in France must be in French to be accepted by the registry.<\/p>\n If you are the sole shareholder of a SASU, the single-shareholder SAS, the exercise is simpler but not informal. The sole shareholder removes the president by unilateral decision, recorded in the statutory register of decisions, with the date, the identity of the person removed, the effective date and the appointment of the successor. Sign electronically with a qualified signature or sign on paper and courier the original to your counsel in France. A sole shareholder living abroad should also check who holds the registered office: if the removed president hosted the si\u00e8ge, the registered office address, at his own address or controlled the access codes of the single portal, move the seat or recover the credentials in the same week, or the company becomes unreachable by the tax office and the social security bodies.<\/p>\n For companies with several shareholders, coordinate the majority before the meeting, not during it. Confirm in writing that each ally still holds voting rights on the day: shares pledged, in usufruct or under a voting agreement can shift the count. Verify that no shareholders’ agreement imposes a mediation or cooling-off step before a removal vote; breaching that clause will not necessarily void the removal, but it exposes you to contractual damages. On the day, hold the vote exactly as convened, record attendance, incapacity and proxies, and have the minutes state the number of votes cast for and against each resolution. Appoint the new president in the same meeting or immediately after, so the company never lacks a legal representative: a SAS without a president cannot sign, cannot file and cannot defend itself. If the new president is a foreign resident, collect at once a certified copy of his passport, proof of address, a declaration of non-conviction and, where needed, a sworn French translation, because the registry will ask for them. Practical guidance on changing a company manager is published by the public service portal: Changer le dirigeant de la soci\u00e9t\u00e9 (service-public.fr)<\/a>.<\/p>\n Voting the removal correctly ends the president’s mandate between shareholders, but as long as the old name sits on the Kbis, banks, clients and courts treat him as your representative. Article L. 227-6 of the Commercial Code<\/a> provides that “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”, and it adds a warning foreign owners often discover too late: “Les dispositions statutaires limitant les pouvoirs du pr\u00e9sident sont inopposables aux tiers.” Internal limits on the president’s powers cannot be invoked against third parties. Until the change is published, a departing president who signs in the company’s name can still bind it, and the company will have to chase him for compensation afterwards rather than cancelling the contract. Filing fast is not paperwork for its own sake; it is the moment your removal becomes enforceable against the outside world.<\/p>\n Since 1 January 2023, all filings pass through one channel: the single electronic portal for business formalities, the guichet unique operated by the INPI, the National Industrial Property Institute. Article L. 123-33 of the Commercial Code<\/a> requires that “Ce dossier est d\u00e9pos\u00e9 par voie \u00e9lectronique aupr\u00e8s d’un organisme unique d\u00e9sign\u00e9 \u00e0 cet effet”, and that “Ce d\u00e9p\u00f4t vaut d\u00e9claration aupr\u00e8s du destinataire d\u00e8s lors que le dossier est r\u00e9gulier et complet \u00e0 l’\u00e9gard de celui-ci.” A foreign shareholder does not need to travel: your French counsel or accountant files online with a compliant dossier, which is then routed to the RNE, the National Company Register, and to the greffe of the competent commercial court for entry in the RCS, the Trade and Companies Register. The portal’s official entry point is described here: Guichet des formalit\u00e9s des entreprises (service-public.fr)<\/a>.<\/p>\n A complete dossier for a change of SAS president typically contains the minutes of the shareholders’ decision removing the old president and appointing the new one, the new president’s identity documents and declaration of non-conviction, an updated list of managers, and where applicable updated articles. The greffe checks regularity, the entry is recorded in the RCS, and the announcement appears in the BODACC, the Official Bulletin of Civil and Commercial Announcements, which is where third parties are deemed informed. Only then can you order a fresh Kbis showing the new president’s name and circulate it to the bank, the accountant, the URSSAF social security collection body, clients and the tax office. Expect the bank to freeze sensitive operations until it receives the new Kbis and the new signature authorities: warn your banker in advance, send the documents the day they issue, and follow up until the authorised signatories are actually switched, because an outdated signature card lets the former president move money weeks after his removal.<\/p>\n Three practical traps hit foreign owners at this stage. First, language: supporting documents in English must carry a sworn French translation when the registry requires it, and foreign public documents may need an apostille or legalisation. Prepare translations before filing rather than answering a rejection three weeks later. Second, timing: the portal’s controls plus greffe processing take days to weeks, and incomplete dossiers restart the clock. File within days of the vote, track the file number daily, and answer any request for completion within 48 hours. Third, continuity: between the vote and the new Kbis, notify key counterparties by letter that the former president no longer represents the company, revoke his bank mandates, company cards, tax and social portals access, and collect keys, seals and originals. Publication protects you against third parties in good faith, but prevention protects your cash.<\/p>\n Removal ends the mandate; it does not automatically create a right to compensation. When the articles allow removal at any time without indemnity, the president removed in compliance with the articles cannot demand a golden parachute the articles never promised. That is the direct consequence of the 2022 Hubbard decision quoted above: no serious cause required, no indemnity owed beyond what the articles or a separate contract grant. Foreign shareholders should still budget for litigation, because removed presidents rarely leave quietly, and French courts examine how the removal happened, not only whether the shareholders had the right.<\/p>\n The main weapon of a removed president is the general law of civil liability. Article 1240 of the Civil Code<\/a> states: “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.” Any faulty act causing damage must be repaired. Applied to removals, courts award damages when the circumstances are abusive: a removal announced publicly in humiliating terms, a staged fault with no evidence, simultaneous dismissal tactics designed to deprive the manager of all income overnight, or a removal decided without the hearing the articles promised. The fault is not the removal itself but the brutal, disloyal or discriminatory way it was executed. Your defence file should therefore prove the opposite: written grounds proportionate to the decision, respect for the hearing right, a neutral announcement, continuity of reasonable pay until the effective date, and no public disparagement.<\/p>\n Check separately whether the president holds an employment contract alongside the corporate mandate. A SAS president can, in some organisations, combine the mandate with a genuine employment contract covering distinct technical duties under a hierarchical link, and that contract follows labour law, not company law: its termination requires its own procedure, notice and severance analysis. Terminating the corporate mandate does not terminate the employment contract, and confusing the two letters is a classic and expensive mistake. Ask your counsel to qualify the relationship before acting: if a real employment contract exists, run two parallel procedures with two separate letters; if the “contract” is only the mandate dressed up as employment, say so in the file with the reporting lines and pay slips to prove it. The URSSAF, the social security collection body, may also audit the boundary between mandate fees and salary, so align the payroll records with the story told in the minutes.<\/p>\n Finally, think beyond the individual and secure the company. If the removed president remains a shareholder, activate the articles’ protections: approval clauses for share transfers under Article L. 227-14<\/a> and forced-transfer clauses under Article L. 227-16<\/a>, quoted in the first part, let you control his exit from the capital on the terms the articles define. Change all access credentials the same day: single portal account, tax professional account, social declarations portal, bank e-banking rights and the registered-office mailbox. If the former president refuses to return company property or continues signing, have counsel send a formal cease-and-desist recalling that the removal has been published in the BODACC, and prepare an urgent court application to stop the interference. For a foreign founder managing all this remotely, the sequence that wins is always the same: articles first, clean vote second, fast publication third, documented fairness throughout. For the wider journey of running the company after the crisis, our pillar guide for foreign founders covers bank account, Kbis, VAT and first hire in one place: Setting Up a Company in France as a Foreign Founder<\/a>.<\/p>\n A foreign shareholder can remove the president of a French SAS from abroad, but victory belongs to preparation, not to shareholding arithmetic. Read the articles before anything else, because they alone set the grounds and the procedure, and no side agreement overrides them. Vote exactly as the articles require, with convening notices, hearing rights and minutes drafted for a French registry. File the change on the single portal within days so the new Kbis and the BODACC announcement make the removal enforceable against banks and third parties. Execute the removal firmly but fairly, with documented grounds and no humiliation, so a damages claim under general civil liability finds nothing to feed on. Done in that order, the operation takes weeks, not months, and leaves the company with a legitimate new president, a clean registry record and a defensible file. Started backwards, with a brutal email followed by improvisation, the same operation produces an annulled removal, a president still signing on the Kbis and a damages dispute litigated from 6,000 kilometres away. Distance is no obstacle when the procedure is respected; it becomes one the moment it is skipped.<\/p>\n Telephone consultation within 48 hours with a lawyer of the firm. Call +33 6 46 60 58 22<\/a> (Ma\u00eetre Reda Kohen) or write via our contact page<\/a>. We receive in Paris and advise throughout \u00cele-de-France and remotely, in English, wherever you live.<\/p>\n","protected":false},"excerpt":{"rendered":" Foreign majority shareholder? Remove the president of your French SAS from abroad: articles of association, vote, single-portal filing, new Kbis and damages defence.<\/p>\n","protected":false},"author":251031309,"featured_media":16387,"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-2121424","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. How foreign shareholders vote the removal from abroad without procedural mistakes<\/h3>\n
II. How do you make the removal effective and limit damages?<\/h2>\n
A. What filing on the single portal updates the Kbis after a change of president?<\/h3>\n
B. How a revoked president claims damages and how the company defends itself<\/h3>\n
Conclusion<\/h2>\n
Need a quick opinion on your case?<\/h2>\n