{"id":2145029,"date":"2026-10-11T07:55:33","date_gmt":"2026-10-11T05:55:33","guid":{"rendered":"https:\/\/kohenavocats.fr\/2026\/10\/11\/foreign-company-france-sas-deadlock-exclusion-buyout-abroad\/"},"modified":"2026-10-11T07:55:33","modified_gmt":"2026-10-11T05:55:33","slug":"foreign-company-france-sas-deadlock-exclusion-buyout-abroad","status":"publish","type":"post","link":"https:\/\/kohenavocats.fr\/en\/2026\/10\/11\/foreign-company-france-sas-deadlock-exclusion-buyout-abroad\/","title":{"rendered":"Your French SAS Co-Founder Blocks Every Decision While You Live Abroad: Deadlock, Forced Exclusion and Court-Ordered Buyout"},"content":{"rendered":"

You live in London, New York, Dubai or Singapore, and the French SAS you co-founded has stopped moving. Your co-founder refuses to approve the annual accounts, blocks the capital increase the company needs, rejects every dividend proposal or, on the contrary, votes through reserves that lock up all the profits while raising his own pay as president. Board papers arrive late or never, collective decisions cannot reach the required majority, and the bank starts asking questions because the Kbis, the official certificate that proves your company is registered with the Registre du commerce et des societes, the French trade and companies register kept by the greffe, the registry office of the commercial court, no longer matches the reality of who decides. Distance makes everything slower, but it does not leave you powerless. French law gives the foreign shareholder a clear order of operations: read the deadlock correctly, use the clauses already written in the statutes, price the forced buyout through agreement or through a court-appointed expert, and ask the judge only for what the statutes cannot give. If you are still choosing the vehicle for your French project, read first our guide on how a foreign founder chooses between a SAS subsidiary, a SARL subsidiary and a branch in France<\/a>, because the SAS owes its success to the very drafting latitude this article shows you how to use. A companion guide explains how shareholder loans from the foreign parent are documented and repaid, which matters as soon as the conflict touches the current-account advances: shareholder loans and advances to your French company<\/a>. The pages below give you the procedure, the papers and the remedies in the order a Paris judge will examine them, with the exact statutory language and the court decisions that decide these files.<\/p>\n

I. Your French SAS is blocked while you live abroad: how do you diagnose the deadlock and which clauses already in your statutes unlock it?<\/h2>\n

A. How does a 50-50 or minority blockage actually paralyse a French SAS run from abroad?<\/h3>\n

A deadlock is not a bad atmosphere between founders. It is a precise legal situation in which the decision-making machinery written in the statutes can no longer produce the decisions the company needs to live: approval of the annual accounts, allocation of profits, appointment or removal of the president, capital increase or reduction, approval of a transfer of shares, or authorisation of the sale of the business. In a SAS, the Societe par actions simplifiee, the simplified joint-stock company that almost every foreign founder chooses, that machinery is contractual. The statute says only that a simplified joint-stock company may be formed by one or more persons whose liability is limited to their contributions<\/a>, and then it leaves the founders to design the governance: the statutes set the conditions under which the company is managed<\/a>. That freedom is the reason the SAS dominates foreign investment, and it is also the reason two SAS files never look alike. Everything depends on what your statutes say about who decides, by which majority, and in which form.<\/p>\n

Three blockage patterns cover almost every file a foreign shareholder brings to a Paris lawyer. The first is the 50-50 company: two founders hold half the capital each, one lives abroad, and every collective decision requires a majority that neither can reach alone, or requires unanimity for the sensitive matters. Nothing passes, including the approval of the accounts, and the company drifts toward a filing failure at the greffe. The second is the minority blockage: the foreign founder holds 40 percent, the local partner 60, and the statutes require a two-thirds majority for capital increases, transfers or the removal of the president, so the minority vetoes every structural decision while the majority controls daily management and pay. The third is the presidential lock: the co-founder is president, holds the signature on the bank account, convenes no meetings, circulates no draft accounts, and presents the foreign shareholder with accomplished facts, sometimes accompanied by management pay rises voted by a friendly majority while dividends are systematically put into reserves. Each pattern calls for different tools, and misreading the pattern is the most expensive mistake: launching an exclusion procedure when the real problem is a presidential abuse, or asking for dissolution when the statutes already contain a buyout clause, wastes a year and signals weakness to the other side.<\/p>\n

Start from abroad with a documentary diagnosis before any legal act. Collect the full updated statutes with every amendment, the shareholders register, called registre des mouvements de titres, the minutes of the last three years of collective decisions, the letters convening those meetings, the draft and approved accounts, the bank signature cards, and every written exchange in which a decision was proposed and refused. French courts decide deadlock files on paper, not on recollections of phone calls. A refusal to approve the accounts proven by a convening letter, a draft resolution and a vote record weighs infinitely more than a general complaint about a difficult partner. From abroad, send every important request by registered letter with acknowledgment of receipt, called lettre recommandee avec accuse de reception, or through a commissaire de justice, the judicial officer who serves formal notices, and keep the receipts with the company file. If the president refuses to convene meetings or to circulate accounts, that paper trail becomes the evidence of paralysis on which the judge will later rely, and it costs almost nothing to build.<\/p>\n

Two substantive rules frame the diagnosis. First, collective decisions belong to the shareholders in the matters the statutes reserve to them, and the statute protects a core of shareholder decisions: the statutes determine which decisions must be taken collectively by the shareholders, but the powers of general meetings on capital, mergers, dissolution, auditors, annual accounts and profits are exercised collectively by the shareholders under the conditions set by the statutes<\/a>. A president who approves the accounts alone, increases his own remuneration without the required collective decision, or sells a business branch without the authorisation the statutes require, commits acts the court can annul, and the foreign shareholder who proves the breach holds real leverage. Second, every shareholder keeps a personal right to take part in collective decisions: the Civil Code provides that every shareholder has the right to participate in collective decisions<\/a>, and the Cour de cassation, the supreme court for civil and commercial matters, draws severe consequences from that right in exclusion cases, as shown below. Any clause that silently removes the foreign shareholder from the vote on his own fate is the first candidate for annulment.<\/p>\n

One frequent sub-pattern deserves a separate check: profits systematically locked into reserves while the local partner draws a rising salary as president. French courts call this the abuse of majority when resolutions systematically favour the majority against the company interest and against the minority, and the abuse of minority or equality when a minority shareholder blocks a decision essential to the company interest for the sole purpose of serving his own interest against the company’s. Putting profits into reserves is lawful in itself and often wise; it becomes an abuse when the reserves serve no company project, exceed any reasonable investment plan, and coincide with advantages reserved to the majority. The foreign shareholder who suspects such a pattern should request the investment plan, the cash-flow forecasts and the board papers justifying the reserves, in writing, before alleging anything. If the answers never come, the silence itself feeds the file, and the alternative remedy, the court-ordered buyout described in the second part, often resolves faster than a full abuse-of-majority annulment action, which requires proving both the breach of the company interest and the intent to favour the majority.<\/p>\n

B. Which statutory tools already in your SAS can unlock the conflict: approval, inalienability, forced transfer and change-of-control clauses?<\/h3>\n

Before asking any judge for anything, open the statutes, because the SAS was designed so that founders write their own exit routes. Four clauses do most of the work, and your file probably contains at least two of them. The approval clause, called clause d’agrement, lets the company control who enters the capital: the statutes may subject any transfer of shares to the prior approval of the company<\/a>. In a deadlock, that clause does two things: it prevents the co-founder from selling his stake to an unknown third party to put pressure on you, and it organises the repurchase circuit when approval is refused, with a price mechanism that leads directly to the valuation rules of the second part. Check the clause now: which transfers does it cover, including transfers between existing shareholders and transfers to family holding companies, what is the notice procedure, what is the refusal deadline, and who must buy when approval is refused.<\/p>\n

The inalienability clause, called clause d’inalienabilite, freezes transfers for an agreed period: the statutes of the company may provide that shares cannot be transferred for a period not exceeding ten years<\/a>. Foreign founders often accepted such a clause at incorporation to stabilise the partnership during the launch years. In a deadlock, it cuts both ways: it prevents a quick agreed separation by mutual sale, and it can trap the foreign shareholder who wants to leave, unless the statutes or a side agreement, called pacte d’associes or shareholders agreement, provide an agreed exit window, a put option or a buy-sell mechanism. Read the exact duration, the exact scope of prohibited transfers, and the sanctions attached, because a transfer made in breach of a valid inalienability clause can be annulled, and a buyer abroad who ignores the clause buys a lawsuit. If the freeze has expired, say so in writing to the other side and keep the proof, because several later steps assume the shares are transferable again.<\/p>\n

The exclusion clause is the heavy weapon, and it must be handled with surgical care. The statute authorises it in one sentence: under the conditions they determine, the statutes may provide that a shareholder may be required to transfer his shares, and they may also provide for the suspension of that shareholder’s non-pecuniary rights until he has completed that transfer<\/a>. Everything else, the grounds for exclusion, the procedure, the authority that decides, the majority required, the price and the payment terms, must be written in the statutes, and anything missing becomes a ground for annulment. The Cour de cassation polices this clause strictly. In its widely reported judgment of 29 May 2024, the Commercial Chamber held, word for word, that if the statutes of a simplified joint-stock company may provide for the exclusion of a shareholder by a collective decision of the shareholders, any term of the exclusion clause whose object or effect is to deprive the shareholder whose exclusion is proposed of his right to vote on that proposal is deemed unwritten<\/a>. In plain terms, the targeted shareholder votes on his own exclusion, and a clause that removes his vote is rewritten by the judge, not applied. For a foreign founder, the practical lesson is immediate: convene the collective decision strictly according to the statutes, notify the grounds in advance with the supporting documents, hear the targeted shareholder, including by videoconference if the statutes allow remote participation, let him vote, record the minutes precisely, and suspend only the non-pecuniary rights the statutes allow during the transfer period, never the right to be paid the price.<\/p>\n

The change-of-control clause completes the toolbox when the co-founder holds his stake through a holding company: the statutes may require a corporate shareholder whose control is modified within the meaning of control law to inform the SAS, which may then suspend that shareholder’s non-pecuniary rights and exclude him under the conditions set by the statutes<\/a>. Control is defined by the general provision on corporate control, which looks at majority voting rights, de facto voting power through agreements, and dominant influence: the Commercial Code treats as controlling any person holding directly or indirectly a fraction of capital conferring a majority of voting rights<\/a>. When the local partner quietly restructures his holding, brings in a new investor upstream, or merges his vehicle, that clause, if your statutes contain it, can trigger the same exclusion and buyout circuit. Check the upstream chain on the Registre des beneficiaires effectifs, the register of beneficial owners, and request the contractual disclosure the clause imposes, in writing, before acting.<\/p>\n

Two validity checks condition everything. First, the sensitive clauses can only be introduced or amended under strict majority rules: statutory clauses on inalienability and change of control may only be adopted or amended unanimously, while approval and exclusion clauses may only be adopted or amended by collective decision under the conditions set by the statutes<\/a>. A co-founder who pushed through an exclusion clause at a simple majority when unanimity was required, or who quietly amended the price formula without the required vote, holds a worthless weapon, and the foreign shareholder should verify the adoption minutes before fearing the clause or before using it. The Constitutional Council was asked about this regime, and the Cour de cassation held that the current wording on adoption of exclusion clauses governs the legal effects of the company contract and therefore applies to SAS companies formed before the 2019 reform when an exclusion is decided under such a clause, as stated word for word in its judgment of 12 October 2022: the provisions on statutory clauses mentioned in article L. 227-16, which may only be adopted or amended by collective decision under the conditions set by the statutes, govern the legal effects of the company contract and therefore apply to simplified joint-stock companies formed before that law came into force<\/a>. Old SAS companies are therefore not outside the current regime, and neither side can hide behind the incorporation date.<\/p>\n

Second, look beside the statutes at the shareholders agreement. Many foreign founders signed a pacte alongside the statutes, in English or in French, with put and call options, a buy-sell procedure known as Texas shoot-out or Russian roulette, a drag-along right forcing the minority to join a sale, a tag-along right letting the minority join it, non-compete duties and a price formula based on EBITDA multiples or on net asset value. That agreement binds only its signatories, unlike the statutes, which bind the company and all shareholders, but between signatories it is fully enforceable and often supplies the missing price formula the statutes lack. From abroad, gather every version, every amendment and every side letter, check the governing law and dispute clause, and check expiry and termination provisions, because an option that expired last year cannot be exercised this year. When the statutes are silent on price and the agreement contains a formula, the agreement usually decides the amount, and the court-appointed expert described below must apply it.<\/p>\n

II. How do you force the exit from abroad: how is the buyout priced and when does the Paris judge dissolve, appoint or order?<\/h2>\n

A. How is the forced buyout priced when founders who live in different countries no longer agree on anything?<\/h3>\n

Price decides whether the exit is a solution or a second lawsuit, so treat valuation as a procedure, not as an opinion. The hierarchy is simple. First, the statutes and the agreements decide: whatever price rules, formulas, options and timetables the parties wrote apply first, and the judge enforces them. Second, only when the law refers to an expert, or when the parties cannot agree on the value of a transfer the law or the statutes impose, does a court-appointed expert step in. The current Civil Code provision states the rule for the expert’s mission: where the law refers to this article to set the price conditions of a transfer of a shareholder’s corporate rights, or their repurchase by the company, the value of those rights is determined, in case of dispute, by an expert appointed by the parties or, failing agreement, by court order, and the expert so appointed must apply, where they exist, the rules and methods for determining value laid down by the statutes or by any agreement binding the parties<\/a>. In today’s law, the expert applies your formula; he does not invent his own. That sentence should be read twice by every foreign founder, because it means the price battle is largely won or lost at the drafting table, years before the conflict, and because a well-drafted EBITDA multiple with its adjustments for cash, debt, working capital and minority discount decides more euros than any later pleading.<\/p>\n

The case law most often quoted on this point belongs to the previous wording and must be used with its date. In its judgment of 13 September 2017, the Commercial Chamber held, under the wording then applicable, that it was for the expert to determine himself, according to the criteria he considered appropriate to the case, and without being bound by the agreement or the directives of the parties, the value of the disputed corporate rights<\/a>. That was the old regime: an expert unconstrained by the parties. The 2019 reform reversed it, and the current article binds the expert to the contractual methods. Citing the 2017 judgment without mentioning the reform is a professional fault that still appears in demand letters, and a Paris judge will correct it instantly. The operational consequence for a foreign shareholder is concrete: if your pacte sets an EBITDA multiple with defined adjustments, invoke it in the first letter and ask the expert to apply it; if it sets nothing, propose detailed valuation instructions by agreement before asking the court to appoint an expert, because agreed instructions applied by an expert cost less and conclude faster than an open expert mission rewritten by the judge.<\/p>\n

The exclusion procedure and the price procedure run on parallel tracks with different clocks. On the exclusion track, follow the statutes step by step: formal notice of the grounds with documents, convening of the competent body with the statutory notice period, hearing of the targeted shareholder with an interpreter if needed and minutes recording his observations, vote in which he participates, notification of the decision, then transfer of the shares within the contractual deadline. The suspension of non-pecuniary rights, voting and information rights except the right to price, operates only as the statutes provide and only until the transfer, and it never justifies withholding the price or the dividends attached to the shares during the interim. On the price track, first seek written agreement on value with a short deadline, supported by recent accounts, management forecasts and, for larger companies, an independent valuation letter. Failing agreement within that deadline, apply to the president of the competent court for appointment of the expert, join the statutes and the agreement with their price clauses highlighted, and propose a precise mission letter: valuation date, applicable formula, adjustments, interest on late payment, and allocation of expert costs. From abroad, give your Paris lawyer a written power of attorney, legalised or apostilled according to your country of residence, with a sworn translation where required, because the court will not wait while powers travel back and forth.<\/p>\n

Three practical points decide the economics around the price. First, payment terms: the statutes or the agreement may stagger payment, but the default expectation of French courts is prompt payment once the value is fixed, with legal interest running on late sums, and any set-off against alleged claims by the company must be raised separately, not deducted unilaterally from the price. Second, tax: a buyout of shares by the company or by the remaining shareholders triggers French capital gains, registration duties and, for a foreign seller, possible withholding and treaty relief, so the net amount in the seller’s account abroad differs from the gross price in the expert report, and our guide on paying the founder by salary or dividends<\/a> and the withholding analysis should be read before signing any price agreement. Third, filings: once the transfer is executed, the company updates the shareholders register, files the corporate changes through the Guichet unique, the single online business filing portal run by the INPI, the French intellectual property and business office, obtains the updated Kbis from the greffe, updates the beneficial-owners register when a 25 percent threshold is crossed in either direction, and publishes where required in the BODACC, the official bulletin of civil and commercial announcements. A buyer who pays the price but never files leaves the seller on the public record, and a seller who receives the price but refuses to sign the transfer order blocks the filing, which is why the transfer documents should authorise the company secretary to complete the filings on behalf of both parties.<\/p>\n

B. When does the judge in Paris dissolve, appoint a provisional administrator or sanction the abuse, and how do you act from abroad?<\/h3>\n

The judge is the last resort, not the first letter, and French courts ration each remedy according to the seriousness of the paralysis. The lightest intervention is the provisional administrator, called administrateur provisoire, or the ad hoc representative, called mandataire ad hoc: a court-appointed outsider who temporarily replaces or assists the management to perform defined acts, convene a meeting, obtain the accounts, or break a punctual blockage, without ending the company. Courts grant it when the company faces a peril or a dysfunction that normal bodies cannot cure, and they refuse it when the applicant simply lost a regular vote. For a foreign shareholder, it is often the most useful remedy: it unblocks the accounts season, protects the Kbis filing deadline at the greffe, and restores a functioning counterparty without destroying the business. Apply to the president of the commercial court of the registered office, in Paris the Paris Commercial Court, by writ setting out the precise blockage, the failed attempts evidenced by the paper trail built in the first part, and the limited mission requested with a time limit. Ask for little and precisely, a convening mission plus an accounts mission, rather than a general management takeover, because focused requests succeed and sweeping ones fail.<\/p>\n

The heaviest remedy is judicial dissolution for deadlock, and courts apply it with visible reluctance. The Civil Code opens it in one article that every founder should read before threatening it: the company ends by early dissolution ordered by the court at the request of a shareholder on just grounds, particularly where a shareholder fails to perform his obligations, or where disagreement between shareholders paralyses the operation of the company<\/a>. Paralysis is the key word, and the Cour de cassation enforces it strictly. In its judgment of 5 April 2018, it quashed a court of appeal that had ordered dissolution without proving the test, holding that the lower court had ruled, in the words of the decision, on grounds incapable of establishing that the disagreement between the shareholders paralysed the operation of the company<\/a>, and sent the case back for retrial. Bad relations, distrust, a lost vote, or even a serious quarrel do not dissolve a profitable company that still approves its accounts, pays its staff and serves its clients. The applicant must prove that collective decisions can no longer be taken and that the paralysis affects the company’s operation itself, not merely the comfort of one shareholder. Threatening dissolution from abroad without that proof weakens every negotiation; filing for it with audited evidence of repeated failed meetings, rejected accounts and blocked filings commands attention, including from the other side’s bank.<\/p>\n

Between these extremes sits the abuse action, which annuls or compensates the specific resolution rather than killing the company. Against a majority that locks up profits without a project while raising its own remuneration, the foreign minority shareholder sues for annulment of the abusive allocation of profits and damages, and the court examines the company interest, the absence of a serious investment plan, and the personal advantage taken. Against a minority or an equal shareholder who vetoes a capital increase vital to survival, a merger, or a rescue sale, the company or the majority sues for abuse of minority or equality, and the court may appoint a representative to vote in place of the blocker for that specific decision, plus damages. Both actions require proof of intent beyond mere disagreement, which is why the written requests for justification described in the first part matter so much: a majority that documents a genuine investment plan defeats the abuse claim, and a minority that explains in writing why the increase destroys value defeats the veto claim. Choose the abuse action when one resolution is the problem; choose the buyout or the administrator when the relationship itself is the problem.<\/p>\n

Acting from Paris, from the Ile-de-France region or from abroad follows the same procedural map with different logistics. Jurisdiction lies with the courts of the registered office: collective-decision disputes, exclusion litigation and dissolution actions for a Paris SAS go before the Paris courts, company filings go through the Guichet unique to the greffe of the Paris Commercial Court, and enforceable minutes are served by a commissaire de justice practising in the Paris area. The foreign shareholder acts through a Paris lawyer holding a written power of attorney, attends hearings by videoconference where the court allows it, and gives evidence through sworn translations of foreign documents plus apostilles under the Hague Convention where applicable. Practical Paris points change outcomes: the greffe de Paris applies strict formal review to filings, so join updated statutes, minutes, transfer orders and beneficial-owner forms in one complete submission rather than in successive fragments; the commercial court expects recent Kbis extracts, certified accounts and the full convening file, not summaries; and the BODACC publication of relevant judgments puts the outcome on the public record, which counterparties, banks and landlords read. None of this requires relocating to France. It requires a complete file, a clear mission letter to the lawyer, and deadlines counted backwards from the accounts season: convene early, vote before the filing deadline, and never let a missed Kbis update suggest to the bank that the company has no management.<\/p>\n

Two companion filings often decide the aftermath. If the conflict touched pay, check the social and tax treatment of the president’s remuneration and of any dividend substitute, because recharacterised sums draw URSSAF, the French social-security collection agency, and corporate-tax corrections, as explained in our analyses of founder pay<\/a> and of URSSAF audits from abroad<\/a>. If the conflict touched the workforce, through a blocked hire, a contested dismissal or a reclassified contractor, the employment file must be secured separately, following our guides on contractor reclassification<\/a> and on negotiated departures<\/a>. A shareholder war lost on the company front is often won back on the price front, and a shareholder war won on the company front is often lost on the social-security reassessment that follows an undocumented pay rise.<\/p>\n

Conclusion<\/h2>\n

A blocked SAS with a shareholder abroad is resolved in a fixed order, and respecting that order is what separates a six-month exit from a three-year war. Diagnose the exact blockage on paper, convening letters, draft resolutions and vote records, then use the clauses the founders already wrote: approval to control entries, inalienability to read the calendar of allowed sales, exclusion with the targeted shareholder voting, and change-of-control to catch upstream restructurings, each adopted and operated under the majority the statute requires. Price the exit by agreement first, applying the formula in the statutes or the shareholders agreement, and call on the court-appointed expert only for the gap the contracts leave, knowing that today’s expert applies your contractual methods rather than inventing his own. Ask the judge only for what the contracts cannot give: a provisional administrator to unblock a season, annulment of the one abusive resolution, or dissolution when the disagreement genuinely paralyses the company’s operation, a test the courts enforce strictly. Keep every filing current through the Guichet unique, the greffe and the beneficial-owners register, because a clean public record strengthens every application and every negotiation. Handled in that order, from abroad and through a Paris file built document by document, the deadlock becomes an exit with a price, not a company with no future.<\/p>\n","protected":false},"excerpt":{"rendered":"

Your French SAS is paralysed by a co-founder while you live abroad. 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