You live in London, New York, Dubai or Singapore. Your French company runs in Paris or elsewhere in France. One morning an email arrives: your president of the SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, the flexible French corporation) or your g\u00e9rant of the SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, the French limited liability company) resigns, falls ill, moves away or simply stops answering. The bank still shows the old name. Suppliers keep asking who can sign. The Kbis, the official company identity certificate issued by the greffe (the registry office of the commercial court), still names a person who no longer acts. From abroad, you need to appoint the replacement, prove the vote, file the change on the Guichet unique (the single online filing portal run by the INPI, the Institut national de la propri\u00e9t\u00e9 industrielle), publish the legal notice and get a clean Kbis again. This article explains the full path: how the vote works in a SAS and in a SARL when shareholders live abroad, what to file within the one-month deadline, what the bank and your partners will ask for, and what goes wrong when the old director keeps signing after leaving.<\/p>\n
If you are still hesitating between vehicles, our overview of how foreign founders choose between a SAS, a SARL, a branch and a subsidiary in France<\/a> explains why the SAS gives you contractual freedom on directors while the SARL locks the g\u00e9rant regime into statute. The present article takes over where that choice ends: the director is leaving and must be replaced without breaking the company.<\/p>\n French company law treats the SAS and the SARL in opposite ways. In the SAS, your articles of association (statuts) write the rules for directors. In the SARL, the Commercial Code writes them and your articles can only adjust the majority. A foreign shareholder who confuses the two loses time: calling the wrong meeting, asking the wrong majority or filing a decision the greffe will reject. The first step is therefore to open your statuts, identify the company form, and follow the matching track. In both forms, distance is not an obstacle: written consultation, videoconference and electronic signature are valid when the statuts or the law allow them, and the minutes can be signed abroad then filed online from anywhere.<\/p>\n The SAS is the most common choice of foreign founders because it leaves the management structure to the contract. The Commercial Code states the principle in one sentence: Article L. 227-5 of the Commercial Code provides that “Les statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e.”<\/a> That sentence carries the entire matter. It means the statuts decide who appoints the president, who can remove the president, whether a general manager (directeur g\u00e9n\u00e9ral) exists, who appoints that manager, on which grounds and with which majority. The law adds the general frame in Article L. 227-1 of the Commercial Code<\/a> and the representation rule in Article L. 227-6 of the Commercial Code, under which “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.”<\/a> The same article adds the warning that matters for banks: “Les dispositions statutaires limitant les pouvoirs du pr\u00e9sident sont inopposables aux tiers.”<\/a> Internal limits do not bind third parties, so a badly drafted removal leaves the old president able to bind the company vis-\u00e0-vis the bank until the Kbis is fixed.<\/p>\n In practice, most SAS statuts used by foreign groups provide that the president is appointed and removed by the shareholders (collectivit\u00e9 des associ\u00e9s) by simple majority, sometimes by the sole shareholder (associ\u00e9 unique) alone, and that removal can occur at any time without grounds, what French lawyers call r\u00e9vocation ad nutum. Some statuts add protections: removal only for defined cause, a notice period, or an indemnity. You must read the exact clause, because the courts enforce it literally. The Cour de cassation (the French supreme court for civil and commercial matters) approved an appeal court which had held that, where the law is silent, the statuts freely set both the grounds and the procedure for removing SAS managers, so a general manager could be removed without proof of fair grounds when the statuts required none (Cour de cassation, commercial chamber, 9 March 2022, No 19-25.795, published in the Bulletin<\/a>). Where the statuts say nothing about cause, no cause is needed. Where the statuts require cause, procedure or compensation, you must follow them or the removal can be challenged and priced.<\/p>\n The second lesson from the courts is just as practical for groups whose shareholder sits abroad and likes side letters. Extra-statutory papers cannot contradict the statuts. The Cour de cassation held that the statuts fix the management rules of the SAS, including how the general manager is removed, and that side agreements may supplement the statuts but never contradict them (Cour de cassation, commercial chamber, 12 October 2022, No 21-15.382, published in the Bulletin<\/a>). Three years later it confirmed the point even for a unanimous shareholder decision: a shareholder resolution may supplement the statuts on removal terms but cannot override them, even when adopted unanimously (Cour de cassation, commercial chamber, 9 July 2025, No 24-10.428<\/a>). A shareholder resolution adopted in London or Delaware, even unanimously, cannot override the statuts filed at the greffe. If your side agreement promises the manager a six-month indemnity while the statuts provide removal without compensation, expect litigation on which text prevails. The safe method is to amend the statuts first when you want a different rule, then vote the removal under the amended text, then file both.<\/p>\n From abroad, the voting mechanics are straightforward once the rule is identified. If you are the associ\u00e9 unique, you sign a sole-shareholder decision (d\u00e9cision de l’associ\u00e9 unique), recorded in the statutory register, noting the resignation or removal, the effective date and time, and the appointment of the successor with full identity details (surname, first names, date and place of birth, nationality, home address). If there are several shareholders, convene the collectivit\u00e9 under the statuts: notice by email where allowed, videoconference attendance where allowed, written consultation (consultation \u00e9crite) where allowed, then minutes signed by the chair of the meeting. State the old director’s departure and the new director’s acceptance. Ask the incoming president or general manager to sign a declaration of acceptance and non-disqualification (d\u00e9claration de non-condamnation et de filiation), because the Guichet unique will ask for it. Keep the chain of PDFs: resignation letter, convening notices, attendance sheet or consultation replies, minutes, updated statuts if amended, ID of the newcomer. The greffe in Paris and in the \u00cele-de-France region (the Paris metropolitan area, where most foreign-owned companies register) checks these papers line by line, and a missing acceptance letter is the most common reason for rejection of files sent from abroad.<\/p>\n One Paris-specific warning strengthens the file. Paris banks and the Paris greffe see thousands of SAS director changes each year and compare the decision date, the effective date and the publication date. When the three dates diverge by months, the compliance officer asks whether the old president kept signing during the gap. Align the dates before filing: effective date in the minutes, publication within days, Guichet unique filing within the month. A tight calendar answers the bank’s first question before it is asked.<\/p>\n The SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e) leaves far less room to the contract. The manager must be a natural person: Article L. 223-18 of the Commercial Code opens with “La soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e est g\u00e9r\u00e9e par une ou plusieurs personnes physiques.”<\/a> Appointment follows the shareholders: “Ils sont nomm\u00e9s par les associ\u00e9s, dans les statuts ou par un acte post\u00e9rieur, dans les conditions pr\u00e9vues \u00e0 l’article L. 223-29 .”<\/a> The voting rule sits in Article L. 223-29 of the Commercial Code, under which “Dans les assembl\u00e9es ou lors des consultations \u00e9crites, les d\u00e9cisions sont adopt\u00e9es par un ou plusieurs associ\u00e9s repr\u00e9sentant plus de la moiti\u00e9 des parts sociales.”<\/a> On first call you need more than half of the shares. If that majority is not reached and the statuts say nothing different, the shareholders are convened or consulted a second time and the decision is taken by majority of votes cast, whatever the number of voters. Your statuts may require a higher majority for appointing or removing the g\u00e9rant, but they cannot go below the statute. For a foreign parent holding the majority of the parts sociales (the SARL shares), the appointment of a new g\u00e9rant from abroad is therefore a simple majority exercise, documented by minutes like in the SAS.<\/p>\n Removal is where the SARL differs sharply from the SAS and where foreign shareholders miscalculate the cost. The statute provides that Article L. 223-25 of the Commercial Code states “Le g\u00e9rant peut \u00eatre r\u00e9voqu\u00e9 par d\u00e9cision des associ\u00e9s dans les conditions de l’article L. 223-29 , \u00e0 moins que les statuts pr\u00e9voient une majorit\u00e9 plus forte. Si la r\u00e9vocation est d\u00e9cid\u00e9e sans juste motif, elle peut donner lieu \u00e0 des dommages et int\u00e9r\u00eats.”<\/a> Two consequences follow. First, shareholders can always remove the g\u00e9rant, even a g\u00e9rant named in the statuts and even a majority shareholder-g\u00e9rant, subject to the majority rule. Second, removal without juste motif (fair grounds such as fault, prolonged absence, loss of confidence documented by facts, breach of the corporate interest) can lead to damages. The damages do not cancel the removal; the former g\u00e9rant leaves, but the company pays. An abusive removal decided brutally, without notice, without hearing the manager or with harm to reputation can increase the award. When the g\u00e9rant resigns voluntarily, the analysis flips: no damages against the company, but the resignation must be clear, notified in writing to the shareholders, and effective on the date stated or accepted. A g\u00e9rant who simply disappears without resigning remains on the Kbis and keeps apparent authority vis-\u00e0-vis third parties, which is exactly the trap foreign owners must close fast.<\/p>\n Where the shareholders are deadlocked and the g\u00e9rant refuses to leave, any shareholder can ask the court to remove the g\u00e9rant for lawful cause (cause l\u00e9gitime). That judicial removal is rare and slow, so most files from abroad use the shareholder vote instead. Document fair grounds in the minutes with facts, dates and exhibits rather than adjectives: missed closings, unauthorised commitments, absence from two consecutive meetings, refusal to provide the accounts. If no fair ground exists and you still need to change the manager, vote the removal, budget the indemnity risk, and negotiate a separation agreement (transaction) fixing the amount, the handover and the non-disparagement terms. A signed separation agreement filed with the minutes reassures the bank more than a bare removal followed by a lawsuit.<\/p>\n When you are the sole shareholder living abroad, the procedure is lighter but the paper must be perfect. The associ\u00e9 unique of a SARL signs a sole-shareholder decision noting the resignation or removal of the old g\u00e9rant and the appointment of the new one, updates the statuts article naming the g\u00e9rant where applicable, and files on the Guichet unique. There is no meeting to convene, but the decision must still state the effective date, the identity of the newcomer and the statutory amendment. Keep proof of receipt of the resignation letter and proof that the former g\u00e9rant was informed of the removal decision, because a removal voted in secret and notified months later feeds a damages claim. Service-public.fr, the official French public service website, and the INPI help pages describe this shareholder decision as the standard supporting document for a change of g\u00e9rant filed online.<\/p>\n Under French law the appointment takes effect between shareholders on the date of the vote, but it becomes enforceable against third parties only once published and registered. Until the Registre du commerce et des soci\u00e9t\u00e9s (the Trade and Companies Register kept by the greffe) shows the new name and the new Kbis is issued, the bank, the landlord, the payroll body URSSAF (Union de recouvrement des cotisations de s\u00e9curit\u00e9 sociale et d’allocations familiales, the social security collection agency) and your customers work from the old certificate. The gap between the internal vote and the external registration is where payments freeze and signatures are challenged. Filing fast and cleanly from abroad is therefore not an administrative nicety; it is what restores the power to sign, pay and hire.<\/p>\n Since 1 January 2023 all company filings go through the Guichet unique, the single online portal, which replaced the former centres de formalit\u00e9s. The statute provides that Article L. 123-33 of the Commercial Code requires that “A l’exception des proc\u00e9dures et formalit\u00e9s n\u00e9cessaires \u00e0 l’acc\u00e8s aux activit\u00e9s r\u00e9glement\u00e9es et \u00e0 l’exercice de celles-ci, toute entreprise se conforme \u00e0 l’obligation de d\u00e9clarer sa cr\u00e9ation, la modification de sa situation ou la cessation de ses activit\u00e9s aupr\u00e8s d’une administration, d’une personne ou d’un organisme mentionn\u00e9s \u00e0 l’article L. 123-32 par le d\u00e9p\u00f4t d’un seul dossier comportant les d\u00e9clarations qu’elle est tenue d’effectuer.”<\/a> The implementing rule describes the single file in Article R. 123-1 of the Commercial Code<\/a>, and the deadline is strict: Article R. 123-66 of the Commercial Code provides that “Toute personne morale immatricul\u00e9e demande, par l’interm\u00e9diaire de l’organisme unique mentionn\u00e9 \u00e0 l’article R. 123-1 , une inscription modificative dans le mois de tout fait ou acte rendant n\u00e9cessaire la rectification ou le compl\u00e9ment des \u00e9nonciations pr\u00e9vues aux articles R. 123-53 et suivants .”<\/a> A change of president, general manager or g\u00e9rant is exactly such an event. Count one month from the effective date stated in the minutes, not from the day you return to France.<\/p>\n Before filing online, publish a legal notice (avis de modification) in a journal d’annonces l\u00e9gales (a gazette authorised to publish company notices) of the d\u00e9partement (the French administrative county) of the registered office. The rule for the content sits in Article R. 210-9 of the Commercial Code, which opens with “Si l’une des mentions de l’avis pr\u00e9vu \u00e0 l’article R. 210-3 est frapp\u00e9e de caducit\u00e9 par suite de la modification des statuts ou d’un autre acte, d\u00e9lib\u00e9ration ou d\u00e9cision, la modification intervenue est publi\u00e9e dans les conditions pr\u00e9vues \u00e0 l’article R. 210-3.”<\/a> The notice must show the company name, form, capital, registered office, SIREN number (the nine-digit company identifier issued by INSEE, the national statistics institute), the old mention next to the new one (former director out, new director in, with full name), and the decision date. Order it online from abroad with a credit card; the publisher emails the attestation within hours. That attestation is uploaded to the Guichet unique file.<\/p>\n The Guichet unique file for a director change typically contains the signed minutes or sole-shareholder decision, the resignation letter or proof of notification of removal, the updated statuts certified by the new director where the statuts name the director, the legal notice attestation, a copy of the incoming director’s ID (passport for a foreign resident, plus visa or residence permit only where the person lives and works in France), the declaration of non-disqualification and filiation, and proof of the registered office if it changes at the same time. The INPI portal page for modifying a company (INPI, Modifier sa soci\u00e9t\u00e9<\/a>) and the service-public portal page for business filings (service-public.fr, Guichet des formalit\u00e9s des entreprises<\/a>) list these supporting documents and route the file to the greffe. The greffe verifies regularity under Article L. 210-7 of the Commercial Code<\/a>, and any interested party can seek a court order to force regularisation if the file is defective. In practice the Paris greffe rejects files where the minutes lack the effective time, where the ID copy is expired, where the statuts still name the former g\u00e9rant, or where the legal notice shows the wrong SIREN. Each rejection restarts the clock with the bank still holding the old Kbis, so check the PDFs before clicking submit.<\/p>\n Once the greffe validates, it records the inscription modificative (the amending entry) in the Trade and Companies Register, feeds the Registre national des entreprises (RNE, the National Enterprise Register), and issues the new Kbis. The change is then published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette for company registrations), which archives the old and new mentions. Download the new Kbis from the INPI data portal or monidenum, check that the former director has disappeared and that the new director appears with the correct spelling, and circulate it the same day to the bank, the accountant, the payroll provider and URSSAF. Keep the r\u00e9c\u00e9piss\u00e9 (the filing receipt) and the BODACC reference with the minutes; together they prove the chain from vote to registration if a partner later challenges a signature dated during the transition.<\/p>\n Foreign owners often assume the signed minutes are enough and postpone the filing until the next trip to France. That delay is expensive. French banks run periodic Kbis checks and freeze online payment rights when the authorised signatory no longer matches the registered director. A supplier who signed with the former president after the internal removal but before registration can still hold the company to the deal, because third parties in good faith rely on the published Kbis and on the rule that internal limits are unenforceable against them. Conversely, a contract signed by the new director before the Kbis is updated can be challenged by a cautious counterparty who asks for proof of authority and finds the old name on the certificate. Payroll adds a third pressure point: hiring, dismissal and URSSAF declarations signed during the gap attract questions from the labour administration about who held the power to employ. Each week of stale Kbis multiplies these frictions.<\/p>\n The former director’s lingering power is the sharpest risk. Under the representation rules cited above, acts of the registered president or g\u00e9rant bind the company vis-\u00e0-vis third parties even beyond the corporate purpose, unless the company proves the third party knew of the excess. A resigned president who keeps the company stamp, the bank tokens or the electronic signature certificate can therefore create commitments that the company must honour or litigate. From abroad, close that window the day the decision is signed: revoke bank powers in the online banking portal and by registered letter, collect or deactivate signature certificates, change the passwords of the Guichet unique, impots.gouv.fr (the tax portal) and net-entreprises accounts, inform the landlord and the main customers of the change with the minutes attached, and ask the former director to confirm handover in writing. Where the departure is hostile, add a formal notice forbidding any further representation and publish the legal notice the same day, so that later acts look indefensible.<\/p>\n Liability follows the same timeline. The outgoing director remains answerable for management during the mandate, and the incoming director answers from the effective date of appointment. Between those dates, late filing does not transfer fault; it only confuses proof. Tax and social security bodies address assessments to the company, then pursue the director in office for payment defaults linked to the director’s own breaches. Keeping dated minutes, a dated resignation, a dated legal notice and a dated Kbis lets each director show the exact period covered. Without those dates, both directors blame each other and the company pays the advisers to sort it out.<\/p>\n Practical checklist for a file handled fully from abroad: sign the minutes with the effective date and time in Paris time; order the legal notice the same day in the right d\u00e9partement; submit the Guichet unique file within days, well inside the one-month limit; track the greffe’s messages daily because requests for additional documents expire quickly; download and verify the new Kbis; send it to the bank with the minutes and the ID of the new director; update the beneficial owner register (registre des b\u00e9n\u00e9ficiaires effectifs) only if the capital or control changed at the same time; and align the internal registers (registre des d\u00e9cisions, registre des mouvements de titres for a SAS). Companies registered in Paris should allow a few extra days for greffe review at peak periods and keep the filing receipt ready for the bank’s compliance team, which often accepts the receipt plus minutes as interim proof while waiting for the new Kbis. That interim package unblocks most payments without waiting for the BODACC publication.<\/p>\n Replacing the director of a French company from abroad follows a fixed order: read the statuts first in a SAS and the statute first in a SARL, vote the departure and the appointment with the correct majority, state a clear effective date, publish the legal notice, file the single file on the Guichet unique within one month, then circulate the new Kbis to the bank and to every partner. The SAS gives you freedom but punishes any gap between the statuts and the vote, as the 2022 and 2025 rulings of the Cour de cassation confirm. The SARL gives you a clear majority rule but prices a removal without fair grounds in damages. In both forms, the stale Kbis is the real danger: until the register shows the new name, the old director appears authorised and the new director looks unauthorised. Close the gap in days, keep every dated paper, and the company keeps signing, paying and hiring without interruption.<\/p>\n","protected":false},"excerpt":{"rendered":" Your SAS president or SARL gerant resigned while you live abroad. This guide explains the shareholder vote from abroad, the one-month Guichet unique filing, the legal notice and how to get a clean Kbis so the bank trusts the new signature.<\/p>\n","protected":false},"author":251031309,"featured_media":16570,"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-2142794","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nI. How French law lets you remove and replace the director while you live abroad<\/h2>\n
A. Your SAS president or general manager leaves: your articles decide everything, so read them before calling any vote<\/h3>\n
B. Your SARL g\u00e9rant resigns or must be removed: the statute sets the majority, fair grounds decide the damages, and the sole shareholder signs alone<\/h3>\n
II. How to make the change official from abroad so the bank and your partners trust the new Kbis<\/h2>\n
A. What to file on the Guichet unique within one month: minutes, legal notice, identity papers and updated articles<\/h3>\n
B. What breaks when the Kbis still shows the old name: frozen payments, contracts signed by the wrong person and the former director still binding you<\/h3>\n
Conclusion<\/h2>\n