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Remove a Shareholder in a SASU
Remove a shareholder from your SASU smoothly and in full compliance with French corporate law.
Our French corporate lawyers and trained paralegals handle the process end-to-end: drafting the legal documents, amending the bylaws if necessary, completing filings with the Commercial Court Registry, and providing you with the updated Kbis extract.
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What Does “Removing a Shareholder in a SASU” Mean ?
A SASU (Société par Actions Simplifiée Unipersonnelle) normally has a single shareholder, but in practice, a SASU may temporarily have additional investors—for example, through a capital increase, convertible instruments, or temporary holdings.
Removing a shareholder means legally transferring or cancelling their shares and restoring the company to a single-shareholder structure (or reorganising the ownership between remaining associates).
This operation must be done in strict accordance with French corporate law, involving share transfer deeds, shareholder approvals, amendment of bylaws if required, and official filings with the Registry.
Properly managed, it ensures continuity of business and protects the legal validity of corporate decisions.
Advantages of Using a Lawyer for the Shareholder Removal Process
Legal certainty: every document—from the transfer deed to the shareholder resolution—is drafted in accordance with the Commercial Code.
Tax and registry compliance: we handle all mandatory notices and stamp-duty implications for share transfers.
Continuity of governance: the SASU remains operational throughout the process with no interruption of management powers.
Protection of rights: ensures that minority shareholders are removed only under lawful conditions (redemption clause, approval clause, or court decision).
Updated corporate documents: we deliver the amended bylaws, updated share register, and fresh Kbis extract confirming the change.
Removing a shareholder through a law-compliant procedure safeguards your company’s credibility and prevents disputes or later nullities.
How to Remove a Shareholder from a SASU in France?
Our team manages every step transparently and efficiently:
Initial Review and Eligibility Check
We examine your company’s bylaws and shareholder agreements to identify the legal basis for the removal (transfer, redemption, exclusion clause, or withdrawal).
Preparation of Legal Documents
Our lawyers draft all necessary acts: share transfer agreement or share cancellation deed, shareholder resolutions, amendment to bylaws, and any legal-notice texts.
Tax and Registry Formalities
We calculate applicable transfer duties, ensure timely payment, and prepare the complete filing pack for the Greffe du Tribunal de Commerce.
Publication and Registration
We arrange publication in an authorised legal gazette and submit the updated corporate documents to the RCS for registration.
Delivery of Updated Kbis
Once processed, you receive your new Kbis extract showing the current shareholder structure, along with certified copies of all updated documents.
With FrenchCo.lawyer
All formalities are handled by registered French lawyers supported by trained paralegals. We ensure compliance, speed, and peace of mind — allowing you to focus on managing your business while we update your company’s legal status.
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What We Need From You to Remove a Shareholder from Your SASU in France ?
To complete the process quickly and correctly, please provide:
Company Details
current Kbis extract, company name, and registered-office address.
Shareholder Information
identity documents and details of both the departing and remaining shareholders.
Transfer or Redemption Terms
agreement or internal clause justifying the removal, including share valuation if applicable.
Updated Bylaws or Draft Clauses
if amendments are required, we will prepare them for your signature.
And Then?
Once we receive the documents, our lawyers take over: finalising drafts, filing all amendments with the Commercial Court Registry, publishing the legal notice, and sending you the official Kbis confirming the updated shareholder structure.
Remove a Shareholder in a SASU – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes *
Additional mandatory costs: publication in the official legal gazette + court registry filing fees
No hidden costs – no unpleasant surprises
Our commitment:
We handle shareholder removal with clarity and precision.
Your file is managed directly by our French legal team.
All formalities handled by licensed professionals.
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Shareholder Removal Procedures
Secure and compliant process: From shareholder notification to registry update, every stage follows French corporate law precisely.
Legally verified documents: All resolutions, transfers, and filings are drafted to meet current legal and registry standards.
Risk-free legal drafting: Our lawyers ensure that the shareholder removal protects your company’s integrity and future operations.
High professional standards: All work is carried out by licensed French lawyers, guaranteeing compliance and accountability.
Let us handle your shareholder removal formalities —
so you can focus on running your business in France.
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Understanding the Removal of a Shareholder in a SASU
Can a shareholder be removed from a SASU?
Yes—provided there is a legal basis and a compliant procedure. In practice, removal happens through:
- Share transfer (sale or gift) to the remaining/sole shareholder or a third party;
- Share redemption by the company (capital reduction);
- Exclusion clause in the bylaws (if properly drafted and applicable);
- Judicial measures in exceptional cases (serious breach/dispute).
Each route requires specific resolutions, paperwork, and filings with the RCS (Registre du commerce et des sociétés).
Who decides the removal and what majority applies?
SASU has flexible governance. The bylaws rule.
Common structures:
- Decision by the sole shareholder (if already back to single holder);
- Decision by the general meeting or a designated body (e.g., President) per bylaws;
- For exclusion, comply strictly with quorum/majorities and ensure the targeted shareholder can present observations if required.
Are there taxes or duties on the removal?
- Share transfer: registration duty typically due by the buyer (percentage of price/valuation).
- Redemption/cancellation: may trigger withholding/taxation at shareholder level (capital gain/dividend characterization depending on facts).
- Gifts/intragroup: specific rules and allowances may apply.
Plan ahead: pricing structure can impact tax and social charges.
What must be filed with the RCS and what changes appear on the Kbis?
File the amendment dossier (forms + resolutions + bylaws as amended + proof of publication).
The updated Kbis will reflect relevant changes (e.g., capital amount after redemption, corporate officers if changed). The UBO (bénéficiaires effectifs) filing must be updated when control changes.
Can we force removal of a “bad leaver”?
Only if your bylaws or a signed agreement (e.g., shareholders’ agreement) provide for exclusion/bad-leaver triggers and a price rule, and you follow due process (notice, hearing rights, decision formalities). Courts scrutinize fairness and proportionality.
Do we need a specific clause in the bylaws to remove a shareholder?
For exclusion without the shareholder’s consent, yes: the bylaws must contain a clear exclusion mechanism (triggers, decision-maker, quorum/majority, price rules, and timeline).
If there is no exclusion clause, removal generally requires the shareholder’s consent (via transfer) or a court decision.
What are the main legal routes and when are they used?
- Voluntary transfer: fastest when a price is agreed.
- Share redemption/capital reduction: used to “buy back then cancel” shares; protects cap-table but needs strict formalities and solvency checks.
- Exclusion clause: used for bad-leaver scenarios, breaches of non-compete/confidentiality, deadlock, etc. Must be applied fairly and in good faith.
- Judicial solution: last resort for serious conflicts or blocking behavior.
How is the share price determined?
Three usual methods:
- Contractual price agreed in the transfer deed;
- Bylaws formula (e.g., expert valuation method, EBITDA multiple, net asset value);
Judicial/expert determination if no agreement or if bylaws require an independent expert (commissaire aux apports/évaluation ad hoc).
Tip: A clear valuation mechanism in the bylaws reduces disputes.
What documents are required?
Expect, at minimum:
- Updated cap table and share register (registre des mouvements de titres);
- Transfer deed or redemption/cancellation deed;
- Shareholder/sole-shareholder decisions (or body resolutions);
- Bylaws amendments (if capital or clauses change);
- Publication notice (legal gazette) if required;
- RCS filing pack (forms + supporting docs) and beneficial ownership updates, where applicable.
How long does the process take?
Operationally, you should allow time for:
- Drafting/negotiation (transfer or exclusion),
- Signature and funds flow (if any),
Publication and RCS processing.
With clean documentation and no disputes, it’s typically a short, sequential process from signature to updated Kbis.
Remove a Shareholder from Your SASU
Let our French lawyers & paralegals manage the full legal process for you.
More About removing shareholder in SASU
Can a shareholder be removed from a SASU?
Yes. A shareholder can be removed through a share transfer, court decision, or company restructuring depending on the cause. The process must comply with the SASU bylaws and the French Commercial Code, ensuring that all declarations are legally filed and published.
What documents will I need?
You’ll need the shareholder resolution, the share transfer or withdrawal agreement, the updated bylaws, and the Registry filing form (M2). Our team prepares all necessary drafts and handles submission to the Greffe du Tribunal de Commerce.
Is the process complex?
It depends on whether the removal is voluntary or mandatory. Voluntary removals are usually straightforward, while forced removals (for misconduct or breach) require strict legal justification and formal notification.
How long does it take?
Most shareholder removals take 5 to 10 business days once all documents are ready. Registry processing times may vary slightly depending on the local Greffe workload.
Can it be done remotely?
Yes. All documents can be signed electronically, and filings are made online with the French authorities. You don’t need to be in France to complete the process.
What are the typical costs?
- Costs depend on the complexity — whether there’s a simple transfer or litigation-based removal. Our legal fee starts from €799 excl. taxes, plus mandatory registry and gazette publication fees.
Will I need to update other records?
Yes. Once the shareholder change is approved, updates are required for the UBO register, company registry (RCS), and potentially your bank and tax records.
Can the same shareholder be reintroduced later?
Yes, provided that all legal and financial conditions are met, and a new share issuance or transfer is properly executed and registered.
