You live in London, New York, Dubai or Singapore. A few years ago you invested in a French SAS, a soci\u00e9t\u00e9 par actions simplifi\u00e9e, the flexible limited company that foreign founders use most often to do business in France. Now a co-shareholder wants to buy you out, or an outside investor has made an offer for your shares, and you need to complete the sale without flying to Paris every week. The first question is whether you are even allowed to sell: French SAS articles of association often contain approval clauses, lock-up clauses and forced-sale clauses that decide who can buy your shares and at what price. The second question is how to make the sale legally effective while you are abroad: which papers to sign, which tax form to file within one month, and which company registers to update. This guide answers both questions step by step, with the exact statutes and court decisions that govern each stage.<\/p>\n
The SAS is a company whose rules are written mainly in its articles of association, called statuts. Unlike the more rigid SARL, the SAS lets shareholders invent almost any transfer restriction, within the limits set by Articles L.227-13 to L.227-19 of the Commercial Code. Before you promise your shares to anyone, you must therefore read your statuts as they are currently on file, not the draft you signed at incorporation. Ask for the up-to-date version and check it against the Kbis, the official company identity card issued by the greffe, the registry office of the commercial court, which proves the company exists and names its current officers. If the articles have been amended since you invested, only the latest version counts.<\/p>\n
The first possible restriction is a lock-up clause, called clause d’inali\u00e9nabilit\u00e9. The statute says: “Les statuts de la soci\u00e9t\u00e9 peuvent pr\u00e9voir l’inali\u00e9nabilit\u00e9 des actions pour une dur\u00e9e n’exc\u00e9dant pas dix ans.”<\/a> In plain English, the articles can forbid you from selling your shares at all, but never for more than ten years. Such a clause can only be adopted or amended unanimously, as Article L.227-19<\/a> provides for the clauses listed in Articles L.227-13 and L.227-17. If your lock-up period has expired, it no longer blocks anything. If it is still running, you cannot force your way through it: any sale made in breach of a statutory clause is punished by nullity, because “Toute cession effectu\u00e9e en violation des clauses statutaires est nulle.”<\/a> A buyer who knows about the lock-up will walk away, and a sale signed in spite of it can be cancelled in court.<\/p>\n The second and most common restriction is the approval clause, called clause d’agr\u00e9ment. The Commercial Code states: “Les statuts peuvent soumettre toute cession d’actions \u00e0 l’agr\u00e9ment pr\u00e9alable de la soci\u00e9t\u00e9.”<\/a> This means the company, in practice the other shareholders voting under the majority rules set by the articles, must say yes before your buyer can become a shareholder. The procedure, the voting majority and the time limit to answer are all defined in your statuts, so two SAS companies can have completely different approval processes. Read yours line by line: who must be notified, by which means, within how many days, and what happens if the company stays silent. Silence does not automatically mean yes unless your articles say so, and from abroad you must keep proof of every notification, ideally by registered letter with acknowledgement of receipt or by a formal notice served in France through your lawyer.<\/p>\n The third restriction works in the opposite direction: the articles can force you to sell. Article L.227-16<\/a> provides: “Dans les conditions qu’ils d\u00e9terminent, les statuts peuvent pr\u00e9voir qu’un associ\u00e9 peut \u00eatre tenu de c\u00e9der ses actions. Ils peuvent \u00e9galement pr\u00e9voir la suspension des droits non p\u00e9cuniaires de cet associ\u00e9 tant que celui-ci n’a pas proc\u00e9d\u00e9 \u00e0 cette cession.” Exclusion clauses, non-compete breaches, change-of-control clauses and buy-or-sell mechanisms all live here. A related provision, Article L.227-17<\/a>, targets corporate shareholders specifically: “la soci\u00e9t\u00e9 associ\u00e9e dont le contr\u00f4le est modifi\u00e9 au sens de l’article L. 233-3 doit, d\u00e8s cette modification, en informer la soci\u00e9t\u00e9 par actions simplifi\u00e9e”, which can then suspend that shareholder’s non-financial rights and exclude it. If you hold your French shares through a foreign holding company, check whether a change upstairs in your own group triggers a disclosure duty in Paris.<\/p>\n One important boundary comes from the Cour de cassation, the supreme court for civil and commercial matters. On 21 June 2023, in decision No. 21-25.952, it held that “Ce texte ne r\u00e9gissant pas l’exclusion d’un associ\u00e9 et la cession forc\u00e9e de ses actions qui en r\u00e9sulte, la nullit\u00e9 qu’il pr\u00e9voit vise uniquement \u00e0 sanctionner la violation de toute clause statutaire ayant pour objet la cession d’actions librement consentie par leur titulaire.”<\/a> In other words, the nullity rule of Article L.227-15 punishes violations of clauses governing voluntary sales, not the forced-transfer machinery of an exclusion. Do not mix the two registers: a dispute about a freely negotiated sale follows one set of rules, while an exclusion imposed on you follows the exclusion clause and its own price mechanism. If you are choosing your French vehicle today rather than selling tomorrow, our companion guide on choosing between a SAS, a SARL, a branch and a subsidiary in France<\/a> explains why founders who plan an exit often prefer the SAS precisely for this contractual freedom.<\/p>\n A refusal is not the end of the story, but it starts a clock. Well-drafted SAS articles never say only “the company may refuse”. They continue with the remedy: when approval is denied, the articles must organise what happens next, usually an obligation for the other shareholders or the company itself to buy your shares within a stated period. Read that passage first, because it fixes your leverage. If the articles name a price formula, for example a multiple of turnover, a net-asset calculation or aule fellow-shareholder offer, that formula applies first. If they are silent or if the parties disagree on the figure, French law provides a fallback: an independent expert sets the value under Article 1843-4 of the Civil Code, which states: “Dans les cas o\u00f9 la loi renvoie au pr\u00e9sent article pour fixer les conditions de prix d’une cession des droits sociaux d’un associ\u00e9, ou le rachat de ceux-ci par la soci\u00e9t\u00e9, la valeur de ces droits est d\u00e9termin\u00e9e, en cas de contestation, par un expert d\u00e9sign\u00e9, soit par les parties, soit \u00e0 d\u00e9faut d’accord entre elles, par jugement du pr\u00e9sident du tribunal judiciaire ou du tribunal de commerce comp\u00e9tent, statuant selon la proc\u00e9dure acc\u00e9l\u00e9r\u00e9e au fond et sans recours possible.”<\/a> From abroad, this is good news: you do not need to attend hearings in person to ask for an expert, your French lawyer can file the request with a written power of attorney, and the president’s order cannot be appealed, which keeps the process short.<\/p>\n The expert procedure deserves attention because it surprises many foreign sellers. The expert is not an arbitrator who picks a number out of thin air. He must apply the valuation rules and methods laid down in the articles or in any shareholders’ agreement binding the parties, and only those. Where the parties disagree on how to read those rules, the Cour de cassation explained on 7 May 2025, in decision No. 23-24.041, that “l’expert peut, afin de ne pas retarder le cours de ses op\u00e9rations, retenir diff\u00e9rentes \u00e9valuations correspondant aux interpr\u00e9tations de la convention respectivement revendiqu\u00e9es par les parties, \u00e0 charge pour le juge, apr\u00e8s avoir proc\u00e9d\u00e9 \u00e0 la recherche n\u00e9cessaire de la commune intention des parties, d’appliquer l’\u00e9valuation correspondante, laquelle s’impose alors \u00e0 lui.”<\/a> Practically, this means you should send the expert your own reading of the price clause with supporting documents, even while the legal interpretation is still disputed, instead of blocking his work. A seller living abroad who refuses to transmit accounting information or access to management figures slows down his own exit and weakens his later challenge, because the courts will note who cooperated.<\/p>\n Three practical points follow for a seller based outside France. First, calendar control: the articles usually give the company a fixed period, often three months, to present a buyer or buy the shares itself after a refusal. Note the starting point, generally the notification of refusal, and diary the expiry date. If no buyer is presented in time, many articles provide that approval is deemed granted, which frees you to sell to your original buyer. Second, majority rules: since the statute of 19 July 2019, approval clauses and exclusion clauses can be adopted or amended by a collective decision taken under the conditions set by the articles, while lock-up and change-of-control clauses still require unanimity, as Article L.227-19<\/a> now provides. Check under which version of the rules your clause was adopted, because a clause imposed on you without the required majority can be attacked. Third, payment terms: the buyback after a refusal is a sale like any other, so negotiate or verify the payment date, late-payment interest and any guarantee. A price fixed by an expert but paid eighteen months later without interest is a worse deal than it looks, especially with currency risk between the euro and your home currency.<\/p>\n Finally, remember that a shareholders’ pact, called pacte d’associ\u00e9s, is not the same as the articles. The pact binds only its signatories, while the articles bind the company and every shareholder, including future ones. The 21 June 2023 decision mentioned above illustrates the distinction: promises to buy or sell written in a side pact are judged against the articles, and a pact clause that contradicts a statutory exclusion procedure fails. From abroad, keep both documents side by side, confirm that the buyer signs up to the pact where required, and never assume that an email agreement with one partner overrides the articles filed with the company.<\/p>\n Under French law, agreeing on the thing and the price is not enough to make you cease to be a shareholder of a SAS. The Commercial Code provides that the transfer of ownership results from the registration of the securities in the buyer’s account, under conditions set by decree. For shares that are not handled by a central depository, the Cour de cassation drew the consequences on 18 September 2024 in decision No. 23-10.455: “le transfert de propri\u00e9t\u00e9 r\u00e9sulte de l’inscription de ces actions au compte individuel de l’acheteur ou dans les registres de titres nominatifs tenus par la soci\u00e9t\u00e9 \u00e9mettrice.”<\/a> It added that the buyer acquires shareholder status on the effective date of that registration by the issuing company, and that the company can be held liable if the date recorded is not the date the parties agreed. Concretely, three documents matter: the ordre de mouvement, the signed transfer order from the seller; the registre des mouvements de titres, the numbered share-transfer ledger kept by the company; and the comptes individuels d’associ\u00e9s, the individual shareholder accounts. Until your buyer’s name is written there, you remain a shareholder vis-\u00e0-vis the company, with voting rights, dividend rights and information rights, even if the buyer has already paid.<\/p>\n The same day, the court gave foreign sellers a useful simplification in decision No. 22-18.436. A seller who had signed a Cerfa tax form declaring the sale later claimed no transfer had occurred for lack of a separate transfer order. The court rejected the argument, holding that “le formulaire Cerfa du 2 f\u00e9vrier 2017, qui est sign\u00e9 par le c\u00e9dant et qui comporte toutes les informations n\u00e9cessaires pour inscrire la cession sur le registre des mouvements de titres et le compte d’actionnaire, vaut ordre de mouvement”<\/a>, so that the registration in the ledger and in the buyer’s account was regular and ownership had passed. The lesson is double-edged. If you sign the tax declaration with all the details of the sale, a French court may treat it as the transfer order itself, even without a separate document. So sign sale documents in the right order, keep copies of everything you sign, and instruct the company in writing to record the transfer, or to refuse to record it, depending on where you stand. From abroad, send that instruction by a traceable means and keep the company’s confirmation of registration.<\/p>\n Tax registration is the next mandatory step, and the deadline is short. Where the sale is recorded in a written deed, the deed must be presented for registration within one month of signature. The official guidance on the service-public.fr page for SAS share sales<\/a> confirms the procedure: the document proves the transfer and its terms, and where no deed exists the parties file form Cerfa No. 2759-SD, the declaration of transfers of corporate rights not recorded in a deed, available on impots.gouv.fr<\/a>, to declare the sale and pay the duty. The economics are simple: For disposals of SAS or SASU shares, the registration fee is 0.1 percent of the sale price. On a 100,000 euro sale, the buyer pays 100 euros; where the calculated duty is below 25 euros, the buyer pays the legal minimum of 25 euros. The legal basis is Article 726 of the General Tax Code<\/a>, which opens with the rule that “Les cessions de droits sociaux sont soumises \u00e0 un droit d’enregistrement”, and sets the 0.1 percent rate for shares of unlisted joint-stock companies. Note that the same article expressly covers deeds signed abroad: “ces cessions sont soumises au droit d’enregistrement dans les conditions pr\u00e9vues au pr\u00e9sent 1\u00b0”, with a possible tax credit for registration duties already paid in the other country under a compulsory filing formality there. Signing the deed in London or New York therefore does not exempt the sale of a French company’s shares from French registration duty, but duties already paid abroad on the same transfer may be credited within the limit of the French tax.<\/p>\n Do not confuse this registration duty with the capital-gains tax on the profit you make. The 0.1 percent duty is owed by the buyer on the price. Your own gain, the difference between the sale price and what you paid for the shares, follows different rules that depend on your country of residence, the applicable tax treaty and your personal situation, and may be taxed in France, in your home country, or in both with a credit mechanism. Because treaties differ widely, for example on substantial shareholdings and on real-estate-rich companies, which face a higher 5 percent duty regime of their own, have the treaty position checked before you sign, not after the funds arrive. Keep the deed, the transfer order, proof of payment and the registration receipt for at least the full audit period, since the DGFiP, the French tax administration, can ask for them years later.<\/p>\n A sale of SAS shares does not itself amend the articles, so most transfers require no filing on the INPI Guichet unique, the single online portal for company formalities, and no publication. The company’s share ledger and shareholder accounts are updated internally, and that is normally the end of the paperwork. Three situations add formalities. If the sale changes the company’s officers, for example because you were also president, called pr\u00e9sident, or general manager, called directeur g\u00e9n\u00e9ral, and you resign as part of the deal, the change must be filed on the Guichet unique within one month, and the Kbis is reissued by the greffe. If the articles themselves are amended at the same time, for example to remove an approval clause that is no longer wanted, the amended articles are filed and a legal notice is published. That publication appears in particular on BODACC, the official bulletin of civil and commercial announcements, where third parties can verify it. Your buyer will often make completion conditional on receiving the updated Kbis, so agree in advance who files what and who pays the filing fees.<\/p>\n Protecting payment is where distance hurts most, so organise it before you sign. A bank transfer “on completion day” across two countries and two currencies can fail, arrive short, or be frozen for compliance checks. Common protections include payment of the full price by bank transfer the day the transfer order is signed, with the signed order held in escrow, called s\u00e9questre, by a lawyer or notary until the funds clear; a first-demand bank guarantee covering deferred instalments; and a seller’s asset-and-liability warranty, called garantie d’actif et de passif, when you give statements about the company as part of the price. If you grant the buyer a warranty while living abroad, cap it in amount and in time, define exactly what triggers it, and require prompt written notice of any claim, because a buyer who discovers a tax reassessment two years later will turn to you first. Currency clauses also matter: state whether the price is fixed in euros or in your home currency and who bears the exchange cost and the transfer fees.<\/p>\n If the deal goes wrong, French law gives you tools that work from abroad. A sale signed in breach of the articles is void under Article L.227-15, and either side can ask a court to declare the nullity, which restores the shares to the seller and the price to the buyer. A transfer recorded without a valid order, or without registration in the buyer’s account, can be challenged on the basis of the two September 2024 decisions, since registration is what makes ownership effective against the company. Evidence wins these cases: the signed deed, the transfer order, the ledger pages, the shareholder accounts, the dated notifications, the expert report and the tax receipts form a chain that a judge sitting in Paris can follow without you being in the room. Your lawyer acts under a written authority, hearings can often be handled in writing, and interim proceedings exist to freeze a disputed registration before it causes irreversible harm. Act quickly, though: memories fade, officers change, and a company that has welcomed your buyer to three general meetings will argue that everyone accepted the situation.<\/p>\n Selling SAS shares from abroad follows a fixed order: read the articles and identify the lock-up, approval or forced-sale clause; run the approval process and diary the buyback clock; agree the price or let the Article 1843-4 expert set it; sign a proper transfer order; get the buyer registered in the share accounts; file the tax declaration and pay the 0.1 percent duty within one month; then update the Kbis and the company record only where the deal changes them. Each step has its own statute and its own proof, and the two September 2024 decisions of the Cour de cassation show that judges check the papers, not the story. Prepare the chain carefully and your exit can be completed without ever boarding a plane.<\/p>\n","protected":false},"excerpt":{"rendered":" You live abroad and want to sell your French SAS shares. Approval clauses, transfer orders, the one-month 0.1 percent registration duty and price protection explained.<\/p>\n","protected":false},"author":251031309,"featured_media":16323,"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-2145570","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. Approval refused while you live abroad: who buys your shares, at what price, and how fast<\/h3>\n
II. Making your sale effective from abroad: signatures, tax and company filings<\/h2>\n
A. The transfer order, the share accounts and the one-month tax formality<\/h3>\n
B. Updating the company record and protecting your price from thousands of kilometres away<\/h3>\n
Conclusion<\/h2>\n