You created a company in France, a SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, the flexible joint-stock company most foreign founders choose), and you run it from London, Dubai, New York or Singapore. The first profitable year is closed, the accountant tells you there is money to take out, and you ask the only question that matters: how do I vote the dividend, how does the cash reach my foreign bank account, how much French tax disappears on the way, and what can I do if the tax office takes too much. This article answers those four questions in order, for a business reader who lives abroad. It explains every French acronym on first use, gives you the exact legal texts that decide each step, and shows you the remedies that work from outside France, with the forms, the offices and the court decisions that prove it.<\/p>\n
The path from profit to cash in your pocket has two stages, and founders who mix them up lose money. The first stage is company law: only a collective decision of the shareholders, taken on verified figures, creates your right to a dividend, and only payment within the legal deadline turns that right into cash. The second stage is tax law: France withholds tax at source on dividends paid to persons who live abroad, at rates that depend on who you are and where you live, but tax treaties and European Union law open doors to lower the bill or get it back. Each stage has traps, and each trap has a documented way out, which is what the two parts below describe.<\/p>\n
French company law does not let a director simply wire the profit to himself. The dividend is born in a shareholder decision taken on approved accounts, and that decision creates a claim you can enforce even from the other side of the world. Understanding who votes, on which sums, and within which payment deadline is what separates a clean distribution from a void one.<\/p>\n
Once the annual accounts are approved and the existence of distributable sums is recorded, it is the general meeting of shareholders that decides which share goes to the shareholders as dividends. Article L232-12<\/a> of the Commercial Code states this in one sentence: “Apr\u00e8s approbation des comptes annuels et constatation de l’existence de sommes distribuables, l’assembl\u00e9e g\u00e9n\u00e9rale<\/a> d\u00e9termine la part attribu\u00e9e aux associ\u00e9s sous forme de dividendes.” In a SAS, the articles of association organise how shareholders decide collectively, but the law reserves certain matters to their collective decision in all cases, including the annual accounts and the profits. That is Article L227-9<\/a> of the same code: the powers given to general meetings of public limited companies as regards annual accounts and profits are exercised collectively by the shareholders of the SAS, under the conditions laid down in the articles. Concretely, even if you are the only shareholder living in Dubai or Delaware, you must still hold that formal collective decision, sign minutes, and keep them with the company records. A wire transfer ordered by the president without that vote is not a dividend; it is an irregular withdrawal that can be reclassified, taxed, and challenged.<\/p>\n The vote can only concern sums that the law allows to distribute, and this is where foreign founders most often stumble. Article L232-11<\/a> defines the distributable profit: “Le b\u00e9n\u00e9fice distribuable est constitu\u00e9 par le b\u00e9n\u00e9fice de l’exercice, diminu\u00e9 des pertes ant\u00e9rieures, ainsi que des sommes \u00e0 porter en r\u00e9serve en application de la loi ou des statuts, et augment\u00e9 du report b\u00e9n\u00e9ficiaire.” Read it slowly, because each element matters. You start from the profit of the financial year, you subtract past losses that have not yet been absorbed, you subtract the sums that must go to reserves under the law or your articles, and you add the retained earnings carried forward, called report \u00e0 nouveau in French. The general meeting may also decide to distribute sums taken from reserves available for distribution, but the decision must then state expressly from which reserve accounts the sums are taken, and dividends are taken first from the distributable profit of the year. The legal reserve deserves a special mention: in most French companies, five percent of each year’s profit must be set aside into the legal reserve until it reaches ten percent of the share capital, and that fraction is never distributable. Your French accountant computes these figures, but you should check them yourself, because voting a dividend above the distributable profit creates what the law calls a fictitious dividend. Article L232-12<\/a> closes with the warning: “Tout dividende distribu\u00e9 en violation des r\u00e8gles ci-dessus \u00e9nonc\u00e9es est un dividende fictif.” A fictitious dividend can be annulled, its repayment can be ordered, and in serious cases criminal liability for abuse of company assets is on the table. Never vote a round number suggested by enthusiasm; vote the number that comes out of the distributable profit formula.<\/p>\n There is a useful flexibility hidden in the same article for founders who do not want to wait for the year-end meeting. When interim accounts drawn up during or at the end of the financial year and certified by a statutory auditor show that the company has made a profit since the previous year-end, after depreciation, provisions, past losses and reserve allocations, “il peut \u00eatre distribu\u00e9 des acomptes sur dividendes avant l’approbation des comptes de l’exercice.” That advance-payment rule sits in Article L232-12<\/a> of the Commercial Code, These advance payments on dividends, called acomptes sur dividendes, cannot exceed the profit shown in those interim accounts, and they require a certified interim balance sheet, which in practice means involving a commissaire aux comptes, the French statutory auditor. For a founder abroad who needs cash mid-year, the acompte is the clean route; the dirty route is a current-account withdrawal disguised as a dividend, which the tax office loves to reassess.<\/p>\n Once the dividend is voted, your position changes completely: you stop being only a shareholder and you become a creditor of the company for the amount voted. The Court of Cassation confirmed the strength of that position in a published decision of 12 February 2025, appeal number 23-11.410<\/a>, concerning a company that had voted a distribution of 60,000 euros taken from retained earnings and then refused to pay it after the shares changed hands. The commercial chamber gave effect to the vote, recalling first the civil-law foundation of that solution: “Aux termes du premier de ces textes, les contrats l\u00e9galement form\u00e9s tiennent lieu de loi \u00e0 ceux qui les ont faits.” A company meeting decision therefore binds everyone until a court has annulled it. A company meeting decision binds everyone until a court has annulled it. In that case the former shareholders sued the company for payment of the voted dividends, and the court gave effect to the vote. The lesson for you is direct: keep a signed copy of the minutes, because those minutes are your enforcement title if the company, its new management or its bank delays payment. And symmetrically, if you buy a French company whose meeting has just voted a big dividend to the seller, check the minutes before you sign, because you may be buying a company that already owes that dividend to someone else.<\/p>\n The meeting that votes the dividend also fixes how it will be paid, or leaves that task to the management. Article L232-13<\/a> of the Commercial Code provides: “Les modalit\u00e9s de mise en paiement des dividendes vot\u00e9s par l’assembl\u00e9e g\u00e9n\u00e9rale sont fix\u00e9es par elle ou, \u00e0 d\u00e9faut, par le conseil d’administration, le directoire ou les g\u00e9rants, selon le cas.” Then comes the deadline that many foreign shareholders discover too late: “la mise en paiement des dividendes doit avoir lieu dans un d\u00e9lai maximal de neuf mois apr\u00e8s la cl\u00f4ture de l’exercice.” Payment must occur within nine months after the financial year-end, and only a court decision can extend that period. For a company closing its accounts on 31 December, the cash must reach you by 30 September of the following year at the latest. If the management misses that deadline, you can ask the president of the commercial court, in fast-track proceedings called r\u00e9f\u00e9r\u00e9, to order payment and to appoint a person to execute it. Do not let the deadline drift because you live far away; set a calendar reminder for the meeting itself and another one for the payment date written in the minutes.<\/p>\n Payment mechanics from France to a foreign account are straightforward but must leave a paper trail. The company orders a bank transfer in euros from its French corporate account to the account you designated, with a payment reference mentioning the dividend and the financial year, and where relevant the withholding tax deducted. Keep the transfer slip, the minutes, and the withholding certificate together: your bank abroad may ask for the origin of funds, and the French tax office will ask for the same documents if it audits the company. If you changed banks or countries since the investment, notify the company in writing before the payment date so the funds do not bounce. Currency conversion deserves attention too: the dividend is voted and paid in euros, and the exchange rate applied by your receiving bank on arrival is your own risk and cost, so for large amounts compare the all-in cost of a bank wire with a regulated payment institution. None of this requires your physical presence in France. You can vote by videoconference if your articles allow it, sign the minutes electronically with a qualified signature, and receive the funds wherever you live. Distance changes nothing about the procedure; it only punishes those who improvise.<\/p>\n Paris and the Ile-de-France region add a practical layer worth knowing. If your company has its registered office in Paris, its annual accounts are filed at the greffe, the registry of the Paris commercial court, and that filing is what makes the approved figures opposable to third parties. The Kbis extract, the official identity card of your company issued by the greffe, proves to banks and partners that the company exists and who can bind it. Dividend paperwork never appears on the Kbis, but banks routinely ask for an up-to-date Kbis before executing large cross-border transfers, so order a fresh one before the payment run. If your file is handled by the Paris business tax office, the Service des imp\u00f4ts des entreprises, expect formal correspondence in French and reply in French or with a certified translation; English emails slow your file down. None of these Paris specifics change the law described above, but founders who prepare them get paid faster than founders who discover them at the payment stage. Readers who are still setting up their French vehicle will find the full formation sequence, from the capital deposit to the Kbis and the VAT number, in our companion guide on setting up a company in France as a foreign founder, from the bank account and Kbis to VAT and the first hire<\/a>, which also explains the corporate bank account mechanics that dividend payments rely on.<\/p>\n Here the logic flips. Company law asked whether the dividend could be voted; tax law asks how much of it France keeps before it reaches you. France taxes dividends paid to persons living abroad by withholding at source, at rates that depend on your status, but treaties and European law often reduce the levy, and an excessive levy can be reclaimed without moving to France.<\/p>\n The starting point is Article 119 bis<\/a> of the General Tax Code, the CGI. Its paragraph 2 provides: “Les produits vis\u00e9s aux articles 108 \u00e0 117 bis donnent lieu \u00e0 l’application d’une retenue \u00e0 la source dont le taux est fix\u00e9 par l’article 187 lorsque leurs b\u00e9n\u00e9ficiaires effectifs sont des personnes qui n’ont pas leur domicile fiscal ou leur si\u00e8ge en France”. In plain English: dividends distributed by a French company to a beneficial owner who has neither his tax domicile nor his seat in France suffer a withholding tax, called retenue \u00e0 la source, whose rate is set by Article 187<\/a>. The Conseil d’\u00c9tat, the highest French administrative court, summarised the same rule in its decision of 13 June 2018, number 397127<\/a>: “Le 2 de l’article 119 bis du code g\u00e9n\u00e9ral des imp\u00f4ts soumet \u00e0 une retenue \u00e0 la source les revenus distribu\u00e9s par des personnes morales fran\u00e7aises \u00e0 des personnes qui n’ont pas leur domicile fiscal ou leur si\u00e8ge en France.” The withholding is operated by the distributing company itself, which deducts it from your dividend and pays it to the French Treasury. You receive the net amount; the company is liable if it forgets to withhold.<\/p>\n The rate depends on who receives the dividend. Article 187<\/a> of the CGI sets “12,8 % pour les b\u00e9n\u00e9ficiaires personnes physiques”, meaning a twelve point eight percent rate for individual recipients. For recipient companies and bodies, the same article refers to the standard French corporate income tax rate for most dividends, with specific lower rates for certain regulated entities. These are domestic rates, meaning the rates France applies when no treaty says otherwise. Two common confusions must be cleared up. First, the twelve point eight percent levy found in Article 117 quater<\/a> of the CGI concerns individuals domiciled in France for tax purposes, a different mechanism from the withholding on non-residents, so do not apply that article to yourself just because the percentage looks familiar. Second, social charges, the pr\u00e9l\u00e8vements sociaux, apply to French residents and in most cases not to shareholders who live outside France and are affiliated to no French social scheme; if your paying agent deducted seventeen point two percent of social charges on top of the withholding while you live in Dubai or New York, ask for the legal basis in writing, because that deduction is frequently wrong for non-residents.<\/p>\n Treaties change everything, and this is where a foreign founder can lawfully save a large share. France has signed bilateral tax treaties with most countries, and those treaties typically cap the withholding on dividends at a rate below the domestic rate, with an even lower rate when the foreign recipient is a company holding a substantial stake in the French payer. The exact capped rate is different in every treaty, so never copy a percentage seen on a blog: open the treaty between France and your country of residence, or ask your adviser to confirm the article on dividends and its conditions. To obtain the treaty rate at the time of payment, you prove your residence with the standard French form 5000-SD, the residence certificate for foreign tax administrations available on the imp\u00f4ts.gouv.fr page of form 5000-SD<\/a>, completed and stamped as instructed, and the paying agent settles the tax due through form 5001-SD for computing withholding on dividends paid to non-residents<\/a>. If the residence certificate arrives after the payment, the treaty benefit is not lost; it is claimed afterwards as a refund, which is the subject of the next section.<\/p>\n European Union law adds a powerful exemption for dividends paid to an EU parent company. Article 119 ter<\/a> of the CGI provides: “La retenue \u00e0 la source pr\u00e9vue au 2 de l’article 119 bis n’est pas applicable aux dividendes distribu\u00e9s \u00e0 une personne morale qui remplit les conditions \u00e9num\u00e9r\u00e9es au 2 du pr\u00e9sent article par une soci\u00e9t\u00e9 ou un organisme soumis \u00e0 l’imp\u00f4t sur les soci\u00e9t\u00e9s au taux normal.” The conditions include being the beneficial owner of the dividends, having its place of effective management in an EU Member State or in an European Economic Area State that has an administrative assistance treaty with France, taking one of the qualifying legal forms, and holding the required participation in the French company. A German, Dutch or Spanish holding company that genuinely owns and manages its French subsidiary can therefore receive the dividend with no French withholding at all. But this exemption is policed: arrangements whose main purpose is to capture the exemption for a person outside Europe are struck down, as the next section shows. Structure first, distribute second, and document the business substance of every intermediate company before the dividend is voted.<\/p>\n Start with the simplest scenario: the treaty rate was lower than the domestic rate, but the full domestic withholding was deducted because your residence certificate was not ready. You claim the difference back. The paying agent files the corrective computation on form 5001-SD, you attach the stamped 5000-SD residence certificate and the proof of the dividend payment, and the excess is refunded. Keep copies of everything and diary the response times: silence from the administration is not a reason to give up, it is the trigger for the next step, the formal claim.<\/p>\n That next step is the reclamation, the written complaint to the tax office, and it is compulsory before any court action. Article R190-1<\/em><\/a> of the Tax Procedures Book states the rule: “Le contribuable qui d\u00e9sire contester tout ou partie d’un imp\u00f4t qui le concerne doit d’abord adresser une r\u00e9clamation au service territorial, selon le cas, de la direction g\u00e9n\u00e9rale des finances publiques ou de la direction g\u00e9n\u00e9rale des douanes et droits indirects dont d\u00e9pend le lieu de l’imposition.” You must first write to the competent local office of the tax administration, setting out the facts, the legal basis, and the amount claimed, with supporting documents. This can be done from abroad by registered letter with acknowledgement of receipt or through the secure messaging of your professional tax account if you have one. The deadline is strict. Article R196-1<\/a> provides that claims concerning taxes other than local direct taxes “doivent \u00eatre pr\u00e9sent\u00e9es \u00e0 l’administration au plus tard le 31 d\u00e9cembre de la deuxi\u00e8me ann\u00e9e suivant celle” of the collection of the tax or of the payment of the contested tax where no assessment notice was issued. Miss that 31 December of the second year and the claim is inadmissible, however right you are on the merits. If the administration rejects the claim expressly or stays silent for six months, you can take the case to the administrative court, the tribunal administratif, and then appeal to the cour administrative d’appel; both accept filings by post and increasingly by the Tele-recours platform, and representation by a French lawyer can be organised entirely remotely.<\/p>\n Two court decisions show what wins and what loses in this litigation, and both are worth reading before you file anything. The winning pattern comes from the Conseil d’\u00c9tat decision of 13 March 2019, numbers 403444<\/a> and connected cases, following the Court of Justice of the European Union judgment in the Sofina line of cases. The Conseil d’\u00c9tat held: “Il r\u00e9sulte de ce qui pr\u00e9c\u00e8de que le droit de l’Union europ\u00e9enne fait obstacle \u00e0 ce qu’en application des dispositions du 2 de l’article 119 bis du code g\u00e9n\u00e9ral des imp\u00f4ts, une retenue \u00e0 la source soit pr\u00e9lev\u00e9e sur les dividendes per\u00e7us par une soci\u00e9t\u00e9 non-r\u00e9sidente qui se trouve, au regard de la l\u00e9gislation de son Etat de r\u00e9sidence, en situation d\u00e9ficitaire.” In other words, levying the withholding on a loss-making non-resident company while a loss-making French resident company pays nothing until it returns to profit breaches the EU rules on capital movements, so the withholding must give way. If your foreign holding company that received the French dividend was in a loss position under its own national accounting rules, this line of cases is your strongest weapon, and it has produced real refunds. The losing pattern is the mirror image. In the Conseil d’\u00c9tat decision of 13 June 2018, number 397127<\/a>, a French company had paid dividends to a Luxembourg company which immediately passed most of them on, and the court found that “la distribution de dividendes r\u00e9alis\u00e9e par la soci\u00e9t\u00e9 Eurotrade Fish en faveur de la SARL Jolora avait pour principal objet de faire \u00e9chapper cette distribution \u00e0 la retenue \u00e0 la source pr\u00e9vue par le 2 de l’article 119 bis du code g\u00e9n\u00e9ral des imp\u00f4ts et que ce montage rev\u00eatait en cons\u00e9quence un caract\u00e8re artificiel visant \u00e0 dissimuler le v\u00e9ritable b\u00e9n\u00e9ficiaire de cette distribution”, so the appeal was rejected: “Le pourvoi de la SAS Eurotrade Fish est rejet\u00e9.” Artificial chains built only to hide the true beneficial owner do not survive. Before claiming, ask yourself honestly which of the two pictures your structure resembles, and fix the substance gaps first if you are closer to the second.<\/p>\n A final practical checklist closes this part, because most refund failures come from paperwork, not from law. First, reconcile the figures: distributable profit in the approved accounts, amount voted in the minutes, withholding deducted on the payment slip, net received on your bank statement. Any gap between those four numbers is either an error to correct or a levy to challenge. Second, identify the correct legal basis for the challenge: wrong rate, treaty not applied, EU parent exemption ignored, loss-making recipient, or social charges wrongly added. Third, file the reclamation within the deadline with every document attached, and keep proof of dispatch. Fourth, if the company itself suffered the reassessment, coordinate with it, because the withholding debt sits with the payer and only aligned action by payer and beneficiary wins both files. Founders who arrive with this file complete obtain decisions in months; founders who arrive with a bank statement and an angry letter wait years. Our overview of French corporate tax for companies run from abroad, rates, instalments, filing and challenges<\/a> completes the picture on the company-level tax that produces the profit you are now distributing.<\/p>\nB. When and how is the dividend actually paid to a shareholder living abroad?<\/h3>\n
II. How much French tax is taken on your dividends and how do you challenge it from abroad?<\/h2>\n
A. Which withholding tax applies to you and what do the tax treaties change?<\/h3>\n
B. How do you claim a refund or challenge an excessive levy without living in France?<\/h3>\n
Conclusion<\/h2>\n