You have just been appointed pr\u00e9sident of your French SAS (simplified joint-stock company) or g\u00e9rant of your French SARL (limited liability company), and you live in London, New York, Dubai or Singapore. The company is registered, the Kbis \u2014 the official certificate of incorporation issued by the greffe, the clerk’s office of the commercial court \u2014 has arrived, and now comes the question every foreign founder asks first: how do I actually pay myself from this company, what will it cost in French social charges and tax, and what personal risks am I taking by sitting in the director’s chair? The answers are counter-intuitive for anyone used to Anglo-American or Gulf company law. A salary triggers French social contributions that routinely add around 70 to 80 percent on top of net pay in an SAS. Dividends escape social charges but suffer withholding tax when they leave France. And the limited liability shield that protects shareholders does not protect directors in the same way: a director who mismanages the company can be ordered to pay its debts personally. This guide walks through the whole calculation in plain English, with the exact French statutes and court decisions behind each rule, so that a foreign director can choose between salary and dividends with full knowledge of the cost, and run the mandate without putting personal assets at stake.<\/p>\n
Yes. Nothing in French company law requires the director to live in France. The SAS is represented vis-\u00e0-vis third parties by a president appointed under the articles of association, and the statute 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. Le pr\u00e9sident est investi des pouvoirs les plus \u00e9tendus pour agir en toute circonstance au nom de la soci\u00e9t\u00e9 dans la limite de l’objet social.” (Article L227-6 of the Commercial Code<\/a>). No nationality or residence condition appears in the text. The SARL works the same way: “La soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e est g\u00e9r\u00e9e par une ou plusieurs personnes physiques.” (Article L223-18 of the Commercial Code<\/a>), and the same article adds that “Dans les rapports avec les tiers, le g\u00e9rant est investi des pouvoirs les plus \u00e9tendus pour agir en toute circonstance au nom de la soci\u00e9t\u00e9, sous r\u00e9serve des pouvoirs que la loi attribue express\u00e9ment aux associ\u00e9s.” A foreign resident can therefore be appointed, sign contracts, open procedures and bind the company exactly like a French-resident director. The practical limits are banking practice \u2014 some banks ask for a French-resident contact \u2014 and tax residence, not company law.<\/p>\n The decisive question is not whether you can take a salary, but which French social security regime that salary falls into, because the two regimes have very different price tags. France divides company directors into two camps. The president of an SAS or SASU (single-member SAS), the directeur g\u00e9n\u00e9ral (chief executive) of an SAS, and the minority or equal-share g\u00e9rant of a SARL are assimil\u00e9s salari\u00e9s \u2014 literally “treated as employees” \u2014 and belong to the general social security scheme, the r\u00e9gime g\u00e9n\u00e9ral, with executive (cadre) status. Everyone else, principally the majority g\u00e9rant of a SARL, is an independent worker, a travailleur ind\u00e9pendant, formerly called TNS (travailleur non salari\u00e9), and belongs to the self-employed scheme. The official URSSAF position, published on urssaf.fr, states it plainly: Assimil\u00e9 salari\u00e9 covers the president of a SASU, the president or directeur g\u00e9n\u00e9ral of an SAS, and the minority or equal-share g\u00e9rant of a SARL (URSSAF, choosing your legal status<\/a>), and adds that As assimil\u00e9s salari\u00e9s, paid company directors fall under the general social security scheme with executive-level cover identical to that of a classic employee, but they are outside labour law and do not contribute to unemployment insurance (URSSAF, choosing your legal status<\/a>) In other words, an SAS president gets employee-style health, maternity, paternity, retirement and family cover, but no employment contract protection and no unemployment insurance contributions \u2014 so no unemployment benefits if the mandate ends. The counterpart rule for minority SARL managers sits directly in the statute: “11\u00b0 Les g\u00e9rants de soci\u00e9t\u00e9s \u00e0 responsabilit\u00e9 limit\u00e9e et de soci\u00e9t\u00e9s d’exercice lib\u00e9ral \u00e0 responsabilit\u00e9 limit\u00e9e \u00e0 condition que lesdits g\u00e9rants ne poss\u00e8dent pas ensemble plus de la moiti\u00e9 du capital social, \u00e9tant entendu que les parts appartenant, en toute propri\u00e9t\u00e9 ou en usufruit, au conjoint, au partenaire li\u00e9 par un pacte civil de solidarit\u00e9 et aux enfants mineurs non \u00e9mancip\u00e9s d’un g\u00e9rant sont consid\u00e9r\u00e9es comme poss\u00e9d\u00e9es par ce dernier” (Article L311-3 of the Social Security Code<\/a>). Note the family aggregation trap: shares held by your spouse, civil partner or minor children count as yours, so a foreign founder holding 40 percent directly plus 15 percent through a spouse is legally a majority manager and falls into the independent-worker scheme.<\/p>\n The independent-worker scheme runs on a different base. “Les cotisations de s\u00e9curit\u00e9 sociale dues par les travailleurs ind\u00e9pendants non agricoles ne relevant pas du dispositif pr\u00e9vu \u00e0 l’article L. 613-7 sont assises sur l’assiette d\u00e9finie \u00e0 l’article L. 136-3.” (Article L131-6 of the Social Security Code<\/a>). In practice the majority SARL g\u00e9rant pays sickness and maternity contributions, basic and supplementary old-age contributions, disability and death cover, family allowance contributions, professional training contributions, plus the CSG (general social contribution) and the CRDS (social debt repayment contribution), calculated on professional income with provisional instalments regularised once the real income is known \u2014 the service-public.fr English-language page confirms that in 2026 contributions are computed on current-year income, first provisionally on the basis of earlier years, then adjusted. The assimil\u00e9 salari\u00e9, by contrast, is declared through the DSN (d\u00e9claration sociale nominative, the monthly online payroll return) exactly like an employee, with both employer and employee contributions calculated on the salary. URSSAF confirms the starting point: At the start of activity, as long as the director pays himself no salary, there is nothing to declare to URSSAF and no contributions to pay (URSSAF, choosing your legal status<\/a>) No salary, no charges \u2014 which is precisely why many foreign founders start with zero salary and live on dividends until the business generates enough cash to justify payroll. The trade-off is protection: a zero-salary assimil\u00e9 salari\u00e9 builds no French pension quarters and has no French health cover from the mandate, so founders who need French cover either pay themselves enough salary to open rights or keep cover in their home country and check the applicable social security treaty or EU coordination rules.<\/p>\n For the foreign director personally, salary paid by the French company is taxable where the work is done and under the applicable double-tax treaty, and the company deducts it: French tax law provides that “Les traitements, remboursements forfaitaires de frais et toutes autres r\u00e9mun\u00e9rations sont soumis \u00e0 l’imp\u00f4t sur le revenu au nom de leurs b\u00e9n\u00e9ficiaires” (Article 62 of the General Tax Code<\/a>). A non-resident director who performs the duties from abroad is generally taxable in the state of residence on that salary under most treaties, with France retaining taxing rights on work physically performed in France \u2014 a point to settle with the treaty between France and your country before fixing the pay slips, because getting it wrong means double withholding and a painful mutual-agreement procedure later.<\/p>\n Dividends are the classic alternative for the foreign owner-director, and their appeal is simple: no URSSAF social charges at all. A dividend is a return on shares, not pay for work, so neither the assimil\u00e9 salari\u00e9 nor the independent-worker contribution base touches it. The price is corporate: dividends can only be paid out of distributable profit \u2014 current profit minus prior losses and the mandatory 5 percent allocation to the legal reserve until it reaches 10 percent of capital \u2014 as voted by the shareholders on the basis of approved annual accounts. There is no shortcut. Paying yourself “dividends” without accounts, without a vote and without profit is not a dividend at all; it is an unlawful distribution, and the criminal courts treat it as such. The statute is blunt: “Est puni d’un emprisonnement de cinq ans et d’une amende de 375 000 euros” (Article L241-3 of the Commercial Code<\/a>), including “Le fait, pour les g\u00e9rants, d’op\u00e9rer entre les associ\u00e9s la r\u00e9partition de dividendes fictifs, en l’absence d’inventaire ou au moyen d’inventaires frauduleux”. The Cour de cassation applied exactly this logic on 12 June 2025 (appeal no. 24-81.263, ECLI:FR:CCASS:2025:CR00806<\/a>), ruling in a case that “a condamn\u00e9 le premier, pour faux et complicit\u00e9 de r\u00e9partition de dividendes fictifs, \u00e0 15 000 euros d’amende, le second, pour r\u00e9partition de dividendes fictifs, faux et usage, \u00e0 six mois d’emprisonnement avec sursis et une confiscation”. The prosecution had started, tellingly, from a report by the statutory auditor: “Une enqu\u00eate p\u00e9nale a \u00e9t\u00e9 diligent\u00e9e sur la base du signalement op\u00e9r\u00e9 par le commissaire aux comptes”. For a foreign director, the lesson is operational: never distribute without approved accounts showing a distributable profit, a proper shareholders’ vote, and a paper trail your commissaire aux comptes (statutory auditor, where one is appointed) or accountant can defend.<\/p>\n When dividends are properly voted and paid to a shareholder who does not live in France, French law imposes withholding at source. “Les revenus de capitaux mobiliers entrant dans les pr\u00e9visions des articles 118,119, 238 septies B et 1678 bis donnent lieu \u00e0 l’application d’une retenue \u00e0 la source” (Article 119 bis of the General Tax Code<\/a>), “lorsqu’ils b\u00e9n\u00e9ficient \u00e0 des personnes qui ont leur si\u00e8ge en France ou \u00e0 l’\u00e9tranger ou qui n’ont pas leur domicile fiscal en France”. The French tax administration confirms the current rate for individuals: dividends received from France by a non-resident are subject to a flat-rate levy or withholding at the rate of 12.80 percent (rate in force since 1 January 2026), subject to more favourable provisions in bilateral tax treaties (impots.gouv.fr, My dividends, updated 26 February 2026<\/a>), and must still be declared \u2014 in box 2EE of the French return where a return is due for other French-source income, or above 250,000 euros for a single person (500,000 for a jointly taxed household) when dividends are the only French-source income (impots.gouv.fr, “Mes dividendes”, updated 26 February 2026). In practice the treaty between France and your country of residence often cuts the 12.8 percent down \u2014 15 percent, 10 percent, 5 percent or even zero for parent companies under the EU parent-subsidiary regime \u2014 but the reduced rate is never automatic: the company must hold a valid residence certificate for you before paying, or it must withhold the full domestic rate and you reclaim the difference. Foreign founders regularly lose this point and discover the over-withholding a year later, when only a refund claim can fix it.<\/p>\n The salary-versus-dividends calculation for a foreign director therefore looks like this. Salary is deductible from the company’s taxable profit, builds French social rights, but carries the full weight of French employer and employee contributions plus CSG and CRDS, and exposes a non-resident to split taxation under the treaty. Dividends carry no social charges and are taxed once at company level (French corporate income tax, the imp\u00f4t sur les soci\u00e9t\u00e9s) and once at distribution through the withholding, with the treaty softening the second layer. Most foreign owner-directors end up with a mix: a modest salary to open French health and pension rights and absorb deductible cost, plus annual dividends once profits are confirmed. Whatever the mix, document each euro in its proper channel \u2014 pay slip and DSN for salary, accounts plus vote plus dividend slip for dividends \u2014 because the administration reclassifies undocumented transfers, and the criminal courts punish fictitious ones.<\/p>\n Shareholders in an SAS or SARL are shielded: they lose their contributions, nothing more. Directors are not. When a court-ordered liquidation (liquidation judiciaire) reveals that the assets do not cover the liabilities, the court can shift the shortfall onto the directors personally. “Lorsque la liquidation judiciaire d’une personne morale fait appara\u00eetre une insuffisance d’actif, le tribunal peut, en cas de faute de gestion ayant contribu\u00e9 \u00e0 cette insuffisance d’actif, d\u00e9cider que le montant de cette insuffisance d’actif sera support\u00e9, en tout ou en partie, par tous les dirigeants de droit ou de fait, ou par certains d’entre eux, ayant contribu\u00e9 \u00e0 la faute de gestion.” (Article L651-2 of the Commercial Code<\/a>). Three features of this action matter enormously to a foreign director. First, it catches de facto directors too: the friend, spouse or parent company executive who actually runs the French company from abroad without a formal appointment is liable exactly like the appointed pr\u00e9sident or g\u00e9rant. Second, several directors can be declared jointly and severally liable. Third, and most important since the recent reform, there is a statutory safe harbour: “Toutefois, en cas de simple n\u00e9gligence du dirigeant de droit ou de fait dans la gestion de la personne morale, sa responsabilit\u00e9 au titre de l’insuffisance d’actif ne peut \u00eatre engag\u00e9e.”<\/p>\n The Cour de cassation drew the line between punishable fault and protected negligence in a ruling every foreign director should know: Commercial Chamber, 14 January 2026, appeal no. 25-10.463 (ECLI:FR:CCASS:2026:CO00017<\/a>). A director had failed for years to declare and pay the company’s taxes in full \u2014 understating turnover in monthly VAT (value-added tax) returns, inflating deductible charges to shrink the corporate tax base, filing corporate tax returns late across the whole audited period \u2014 and the resulting reassessment represented about 70 percent of the company’s liabilities. The court of appeal held that “l’ensemble des manquements aux obligations fiscales auxquelles est soumis le dirigeant caract\u00e9rise une faute de gestion ayant directement contribu\u00e9 \u00e0 l’insuffisance d’actif”, and the Cour de cassation upheld the order to pay, finding that “le dirigeant a commis des fautes de gestion dont la gravit\u00e9 et le caract\u00e8re r\u00e9p\u00e9t\u00e9 et d\u00e9lib\u00e9r\u00e9 excluent que soit retenu \u00e0 son encontre une simple n\u00e9gligence”. Two practical teachings emerge. Tax compliance is not an administrative detail in France; repeated deliberate tax failings are a management fault that directly feeds the shortfall and exposes the director’s personal assets, even \u2014 and this is the point most foreign founders miss \u2014 when the director lives abroad and left day-to-day tax matters to a local accountant. And the simple-negligence shield only protects isolated, minor lapses: gravity, repetition and deliberate character push the conduct back into punishable fault. A foreign director who discovers that VAT or corporate tax returns are late should therefore treat it as a personal-liability emergency, not as back-office delay: file, pay or negotiate a payment schedule with the SIE (service des imp\u00f4ts des entreprises, the local corporate tax office) immediately, and keep written proof.<\/p>\n Beyond the shortfall action, two companion risks complete the picture. Unpaid social contributions trigger the same logic: URSSAF pursues the company first, but persistent non-payment of contributions the director was legally bound to declare feeds both the shortfall analysis and, in serious cases, criminal exposure for misuse of company assets. And personal guarantees (cautionnements) signed toward the bank bypass company law entirely \u2014 a foreign director who signs a guarantee to unlock a loan or a lease is liable on that signature under ordinary contract law, regardless of any fault. Read every bank and lease document before signing, and negotiate the guarantee out or cap it expressly; French banks routinely ask foreign directors for unlimited guarantees precisely because the director lives outside the reach of French enforcement habits.<\/p>\n French compliance runs on documents and deadlines, and distance is no excuse. Start with the company’s civil status. Every appointment, resignation or renewal of a pr\u00e9sident, directeur g\u00e9n\u00e9ral or g\u00e9rant must be filed with the INPI Guichet unique (the single online company-formation portal that replaced the old CFE network) and published to the RCS (registre du commerce et des soci\u00e9t\u00e9s, the trade and companies register kept by the greffe), with the Kbis updated accordingly; case law holds third parties entitled to rely on the published managers, so an unfiled resignation still leaves you visibly in charge. Key company events \u2014 capital changes, registered-office moves, auditor appointments \u2014 are announced in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette of company notices), which counterparties and courts consult. Foreign directors should diary a quarterly check of their company’s RCS entry and BODACC notices, a task a Paris-based counsel or accountant performs cheaply and which catches filing rejections early \u2014 rejections that have become common since the Guichet unique migration, as our step-by-step guide to setting up a company in France as a foreign founder<\/a> explains.<\/p>\n The yearly cycle then has four fixed points. First, payroll and contributions: every salary paid triggers a monthly DSN and payment of employer and employee contributions to URSSAF, plus the annual social data return; missing a DSN draws penalties automatically, and repeated default feeds the fault analysis described above. Second, tax: the company files its corporate income tax return (usually in May following the year-end, through the professional impots.gouv.fr account), pays VAT under its regime (monthly or quarterly returns for most operating companies), and withholds and remits the dividend levy for non-resident shareholders at payment. Third, accounts: within six months of year-end the director convenes the shareholders to approve the annual accounts, allocate profit and vote any dividend; the approved accounts are then filed with the greffe within one month of approval (two if filed online), where they become public. Fourth, distributions: each dividend needs the vote, a dividend slip, the withholding computation with the shareholder’s residence certificate on file, and the declaration in box 2EE where applicable. Run this calendar from abroad with a French accountant holding a standing mandate, a shared deadline tracker, and electronic signatures accepted by the Guichet unique and the tax portal \u2014 and keep every filing receipt, because in a later dispute the director who proves filing and payment is the director who stays inside the simple-negligence shelter. One Paris-specific note: if litigation or enforcement looms, jurisdiction usually sits with the commercial court of the company’s registered office \u2014 for a Paris-registered company, the Tribunal judiciaire de Paris for civil matters and the Paris commercial court for company disputes \u2014 so keeping a Paris-based lawyer and accountant who can appear at short notice is not a luxury but part of the liability shield.<\/p>\n A foreign director of a French company has two lawful channels for taking money out \u2014 salary, taxed and charged through the French social system, and dividends, free of social charges but subject to withholding when paid abroad \u2014 and one overriding duty: to run the mandate like a prudent professional, because French law converts repeated tax and social failings into personal liability for the company’s shortfall. Choose the SAS presidency or the minority SARL management for employee-style social cover, or the majority SARL management for the independent-worker scheme, price each euro of salary against the 12.8 percent dividend withholding and your treaty, never distribute without profit, accounts and a vote, and diary the DSN, VAT, corporate tax and accounts-approval deadlines as if your own assets depended on them \u2014 because, under Article L651-2, they do. Handled this way from London, New York, Dubai or Singapore, a French directorship is a manageable, calculable risk rather than a trap.<\/p>\n Running a French company from abroad and unsure whether to pay yourself by salary or dividends, or facing URSSAF or tax demands as a foreign director? Our firm offers a phone consultation within 48 hours with a lawyer of the firm. Call Ma\u00eetre Reda Kohen directly at +33 6 46 60 58 22<\/a>, or write via our contact page<\/a> with a short description of your company and your question. Early advice on pay structure and filing deadlines is the cheapest liability insurance a foreign director can buy.<\/p>\n","protected":false},"excerpt":{"rendered":" Foreign director of a French SAS or SARL living abroad? Salary vs dividends, French social charges, dividend withholding and personal liability explained with the exact statutes and court rulings.<\/p>\n","protected":false},"author":251031309,"featured_media":16294,"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-2123646","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. Should a foreign owner take dividends instead of salary, and how are dividends taxed when they leave France?<\/h3>\n
II. What personal risks a foreign director runs in France, and how to keep the mandate safe<\/h2>\n
A. Can a foreign director be ordered to pay the company’s debts from personal assets after a liquidation?<\/h3>\n
B. What paperwork and yearly calendar keep a foreign director compliant from abroad?<\/h3>\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n