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Remove a Shareholder in EURL (French Single-Member Limited Liability Company)
When an EURL evolves or restructures, situations may arise where a shareholder must be removed — for instance, after a transfer, withdrawal, or dissolution of co-ownership. Our French corporate lawyers and paralegals manage the entire process from end to end: drafting the legal acts, updating the company’s articles, recording the exit, and filing the change with the Commercial Court until your new structure is officially registered.
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What Does It Mean to Remove a Shareholder from an EURL?
Removing a shareholder in an EURL or in a SARL that has returned to single ownership happens when a person who holds shares leaves the company. This may occur through the transfer or redemption of shares, voluntary withdrawal, or judicial removal following a dispute or a failure to meet obligations. Once the process is completed, the company once again becomes owned by a single person. To make this change valid, the company must complete the necessary legal steps so that its statutes and shareholding records correctly reflect the new ownership situation.
Advantages:
Restored single-member status: simplifies governance and decision-making.
Greater flexibility: the remaining shareholder gains full control of operations.
Administrative clarity: updated articles, partner registers, and filings confirm the new legal structure.
Business continuity: no need to dissolve or recreate the company.
Regulatory compliance: all changes are properly declared and recorded with the French registry.
Creating a French company provides legal protection, professional recognition, and a stable base for developing your business in Europe. It allows entrepreneurs and investors to operate within a secure legal framework, benefit from France’s extensive network of trade agreements, and access the wider European market with credibility. Establishing your company in France also demonstrates commitment to compliance and transparency, which strengthens trust among clients, partners, and institutions.
How to Remove a Shareholder from an EURL in France?
At FrenchCo.lawyer, we manage the entire process in five secure steps:
Review of the Legal Situation
We identify the reason for removal — sale, transfer, redemption, or judicial decision — and examine the company’s bylaws to determine the applicable procedure.
Drafting of Legal Documents
Our lawyers prepare the share transfer or redemption agreement, the shareholder decision approving the modification, and the amendment to the articles of association.
Publication and Filing
We publish the statutory notice in an approved legal gazette and file the complete dossier with the Commercial Court (Greffe), including the updated bylaws and all supporting documents.
Delivery of the Updated Kbis
Once validated, you receive the new Kbis extract showing the updated ownership structure, now under sole shareholder status.
Why Choose FrenchCo.lawyer?
Because every shareholder change affects your company’s governance, tax, and legal obligations. Our French lawyers provide precise legal drafting and ensure compliance with French corporate law, while our trained paralegals handle filings and publications swiftly — allowing you to focus on business continuity with peace of mind.
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What We Need From You to a Remove a Shareholder in an EURL ?
To perform the modification efficiently, we will ask for:
Current Company Documents
Kbis extract, articles of association, and register of partners.
Information on the Leaving Shareholder
identity, address, and shareholding details.
Transaction Details
sale or transfer agreement, withdrawal statement, or proof of judicial decision.
Remaining Shareholder’s Information
identity and address for the new sole ownership.
Registered Office Evidence
lease, domiciliation, or ownership deed (if a filing update is needed).
And Then?
Once these documents are provided, our team drafts, files, and registers the modification. You receive the updated Kbis extract confirming that your EURL now has a single shareholder.
Remove a Shareholder – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes
Additional mandatory costs: publication in a legal gazette + Commercial Court registry fees
No hidden costs, no surprises
Our promise:
No upselling or unnecessary “packages”
No reseller intermediaries
Only genuine legal work carried out by qualified professionals
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Company Creation
Fast and accurate process: From preparing the transfer documents to updating the company registry, every step is handled promptly and correctly.
Legally compliant filings: All declarations and forms meet French legal and tax requirements for shareholder removal.
Secure legal documentation: Our drafting ensures clear terms that protect both the departing and remaining shareholder’s rights.
Professional legal oversight: Every procedure is supervised by licensed French lawyers to guarantee accuracy and accountability.
Let us handle the formalities of removing a shareholder from your EURL — so you can focus on managing your company with peace of mind.
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Understanding the Removal of a Shareholder in an EURL
Can a shareholder be removed from an EURL?
Yes. In an EURL (Entreprise Unipersonnelle à Responsabilité Limitée), removal of a shareholder is possible when the company temporarily had more than one shareholder — for instance, following a transfer of shares or inheritance — and wishes to return to a single-member structure.
The removal can occur through:
- Voluntary transfer of shares by sale or donation;
- Redemption (repurchase) of shares by the company;
- Judicial exclusion, when serious misconduct justifies court-ordered removal; or
- Withdrawal by agreement or pursuant to the articles of association.
Once the operation is finalized, the company returns to being a single-member limited liability company, and the departing shareholder’s rights are fully extinguished after registration.
What are the legal grounds for removing a shareholder?
Under the Code de commerce, a shareholder can leave or be removed based on:
- Voluntary withdrawal: The shareholder chooses to exit, subject to acceptance by the company or by applying an exit clause.
- Statutory exclusion: The articles of association may include clauses allowing exclusion for predefined reasons (e.g., non-payment of capital, breach of obligations, or competition).
- Judicial removal: When no clause exists, the remaining shareholder or the company can apply to court to exclude a partner whose behavior jeopardizes company interests.
These mechanisms must always respect the company’s bylaws and procedural fairness, including notice and approval rights.
How does the removal process work in practice?
Removing a shareholder requires a formal modification of the company’s structure and filing with the Commercial Court Registry (RCS).
The typical process includes:
- Drafting a share transfer, redemption, or withdrawal agreement.
- Recording the shareholder decision (or judgment) authorizing the removal.
- Updating the articles of association and the register of partners.
- Publishing a legal notice in an approved journal (Journal d’annonces légales).
- Filing the complete dossier (amended statutes, proof of publication, forms M2 or M3, etc.) with the Registry.
After validation, the Kbis extract is updated to reflect the new single-shareholder status.
What are the steps to create a company in France?
- Scoping & documents: name, purpose, registered office, shareholder IDs, management info, share capital.
- Drafting: articles of association, officer appointment, beneficial-ownership declaration, and legal notice.
- Capital deposit: open a capital account, deposit funds or value in-kind contributions; obtain a bank/notary certificate.
- Filing: submit the dossier to the Commercial Court Registry (RCS) and complete forms.
Kbis: receive the Kbis extract (official certificate of existence) and certified copies of incorporation documents.
Can a foreign shareholder be removed from an EURL?
Yes. The procedure applies equally to French and foreign shareholders, whether individuals or legal entities.
However, foreign investors must provide:
- Certified and translated identity documents or certificates of incorporation,
- Proof of legal existence (for companies), and
- Tax or legal clearance if the exit involves capital gains.
If the outgoing shareholder resides abroad, the registry filing and notarized documentation can be handled remotely under French law.
What are the tax implications of removing a shareholder?
The tax consequences depend on the nature of the exit:
- Sale of shares: Subject to capital gains tax, calculated on the difference between sale price and acquisition cost. For individuals, the flat tax rate (PFU) of 30% applies unless opting for progressive income tax rates.
- Redemption by the company: Considered as a distribution of profits, subject to corporate and dividend taxation.
- Withdrawal or exclusion: May trigger capital gain or loss, depending on compensation received.
Additional registration duties (droits d’enregistrement) may apply: generally 3% of the transfer value after a €23,000 allowance (Article 726 CGI).
Does the company’s legal form change after removal?
Yes, but only if it had previously become a multi-member SARL.
When the company returns to a single shareholder after removal or transfer, it automatically reverts to EURL status (Article L.223-1, paragraph 2 of the Code de commerce).
This transition requires updating:
- The company’s articles,
- The shareholder register, and
The Kbis extract.
No dissolution occurs — the company continues seamlessly under its new ownership structure.
Does the company’s legal form change after removal?
Yes, but only if it had previously become a multi-member SARL.
When the company returns to a single shareholder after removal or transfer, it automatically reverts to EURL status (Article L.223-1, paragraph 2 of the Code de commerce).
This transition requires updating:
- The company’s articles,
- The shareholder register, and
- The Kbis extract.
No dissolution occurs — the company continues seamlessly under its new ownership structure.
Can a manager (gérant) remove a shareholder unilaterally?
No. A gérant cannot exclude or remove a shareholder on their own initiative unless an exclusion clause expressly grants that power and the conditions are met.
Otherwise, removal must be approved:
- By the general meeting (if more than one partner), or
- By a court decision in case of dispute.
If the manager acts without authority, the removal is null and void, and the company may face civil damages claims.
What happens to the removed shareholder’s shares and rights?
Once removed, the shareholder loses all voting and financial rights. Their shares are either:
- Transferred to another partner or third party,
- Redeemed by the company (with potential capital reduction), or
- Cancelled following a court-ordered decision.
The shareholder may receive financial compensation based on the fair market value of their shares, often determined by an independent auditor (commissaire aux apports) if no agreement exists.
How long does the removal procedure take?
On average, it takes 2 to 4 weeks from the preparation of legal documents to issuance of the updated Kbis extract, depending on:
- The complexity of the operation (sale, redemption, judicial exclusion),
- The need for publication or expert valuation, and
- Processing time at the Commercial Court Registry.
Our firm manages each step to ensure swift and compliant completion.
Remove a Shareholder from Your EURL
Let our French lawyers and paralegals manage the entire procedure with precision and confidentiality
More About Removing a Shareholder from an EURL
Can a shareholder be removed without consent?
Yes, but only under specific legal conditions. Removal without the shareholder’s agreement can occur following a court decision, typically for serious misconduct or breach of duties. Each case must comply with French company law and be properly documented.
What documents are required for the removal?
You will need the company’s Articles of Association, the shareholder register, a transfer or redemption agreement (if applicable), the general meeting resolution approving the change, and supporting identification or proof of ownership.
Is a notary required for the process?
Not always. In most cases, a lawyer can draft and file the necessary documents directly. A notary is only required if the transfer involves real estate or certain regulated assets.
How long does the process take?
Typically, it takes around one to two weeks once all documents are signed and approved. Timing may vary depending on the commercial court’s processing time for registration.
Can the process be done remotely?
Yes. Our lawyers can manage the entire procedure remotely with digital signatures and secure document exchange, ensuring a compliant and convenient process for all parties.
What are the typical costs involved?
Costs depend on the complexity of the shareholder’s departure and the type of transfer. Our flat legal fee covers all drafting, filings, and legal assistance, excluding registry or gazette publication fees.
What happens after a shareholder leaves?
Once the removal is complete, the company becomes owned by a single person again. The registry and Articles of Association are updated to reflect the new ownership structure, and a new Kbis extract is issued.
Can I add a new shareholder later?
Yes. You may admit a new shareholder at any time through a share transfer or capital increase, provided the company’s Articles allow it and the process follows the correct legal steps.
