We Offer Strategic Legal Services
Remove Shareholders in a SAS in France
When you need to remove one or more shareholders from your SAS, our French corporate lawyers and paralegals manage the full legal process — from drafting the transfer agreements to updating the company bylaws, completing all filings, and delivering the updated Kbis extract reflecting the new ownership.
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What Does It Mean to Remove Shareholders from a SAS in France?
In a Société par Actions Simplifiée (SAS), removing a shareholder means transferring or canceling their shares so they no longer appear on the share register.
This may occur voluntarily — through a sale, redemption, or withdrawal — or involuntarily, following an exclusion clause provided for in the bylaws.
French law grants the SAS significant flexibility to organize entry and exit of shareholders, but every step must comply with strict formalities: written documentation, shareholder approval when required, and proper registration at the Commercial Court Registry.
Removing shareholders allows a company to reorganize ownership, settle disputes, or adjust capital while preserving continuity of operations.
Main Advantages :
Strategic flexibility: reallocate capital and voting rights smoothly.
Conflict resolution: end shareholder disagreements through a controlled legal process.
Confidentiality: private transfer agreements and internal resolutions protect business privacy.
Compliance: ensures all share movements are valid under Articles L. 227-1 et seq. of the Commercial Code.
Business continuity: maintain uninterrupted management and commercial operations.
By removing shareholders properly, your SAS maintains legal integrity and a clear, enforceable capital structure.
How to Remove Shareholders from a SAS in France?
Our lawyers handle the procedure end-to-end, ensuring speed, compliance, and security.
Collecting Key Information
We identify the shareholder(s) to be removed, the reason for exit (sale, redemption, exclusion, or death), and verify clauses in the bylaws such as approval (agrément) or pre-emption rights.
Drafting Legal Documents
We prepare the share-transfer or share-redemption agreement, the shareholder resolution authorizing the removal, the updated bylaws, and the amended share register.
Valuation and Settlement
When necessary, our lawyers coordinate the valuation of the shares — by mutual agreement or through a court-appointed expert — and supervise payment or offset of contributions.
Publication and Filing
We file all required forms, publish the legal notice, and submit the modification dossier (resolutions, updated bylaws, declaration of beneficial owners) to the Commercial Court Registry.
Delivery of the Updated Kbis
Once the filing is accepted, we provide you with the new Kbis extract showing the updated shareholding and all certified legal documents.
Why Choose FrenchCo.lawyer ?
Our French corporate lawyers and experienced paralegals manage every step with precision and transparency. You benefit from professional drafting, compliant filings, and constant communication — allowing you to focus on running your business while we secure your company’s new shareholder structure.
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What We Need From You to a Remove Shareholders in a SAS in France ?
To ensure a compliant and timely operation, please provide:
Company Information
Current corporate name, SIREN number, and registered office address.
Departing Shareholder Details
Identity, address, number of shares held, and reason for departure (sale, withdrawal, exclusion, etc.).
Supporting Documents
Copy of the share transfer or redemption agreement (if already negotiated) and any valuation reports.
Shareholders’ Resolutions
Draft or approved decisions authorizing the transfer, redemption, or cancellation of shares.
And Then?
Once these documents are provided, our lawyers handle the rest — preparing the legal instruments, submitting filings to the registry, ensuring publication in the legal gazette, and delivering the updated Kbis extract confirming the new shareholder structure.
Remove Shareholders – 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 surprises.
Our commitment:
No hidden motives or forced buyouts
No intermediaries or external brokers
Only lawful and compliant removals
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Company Creation
Fast and reliable process: From shareholder notification to registry update, we manage each legal and administrative step quickly and accurately.
Legally compliant documentation: Every withdrawal or exclusion procedure follows the French Commercial Code and SAS bylaws precisely.
Protective legal drafting: Our lawyers draft resolutions and agreements that safeguard remaining shareholders and the company’s continuity.
High professional standards: All actions are handled by licensed French lawyers, ensuring compliance, confidentiality, and professional integrity.
Let us manage your shareholder exit process —
so you can focus on strengthening and growing your SAS with confidence.
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Understanding the Removal of Shareholders in a French SAS
Can shareholders be removed from a SAS?
Yes. A shareholder can be removed from a Société par Actions Simplifiée (SAS) through a transfer, redemption, or exclusion of shares, depending on what the company’s bylaws provide.
Unlike traditional corporations, the SAS enjoys great flexibility — it can include clauses allowing forced exits (for misconduct, breach of obligations, or strategic reasons), provided the process complies with French law and procedural fairness.
What must be included in the bylaws for shareholder removal to be valid?
To legally enforce a shareholder’s removal, the SAS bylaws must expressly provide for:
- The grounds for exclusion (breach of obligations, loss of capacity, conflict of interest, etc.);
- The decision-making body authorized to approve the exclusion;
- The procedure to be followed (notification, hearing, valuation, vote);
- The valuation method of the shares (expert determination if needed).
Without these clauses, a forced exclusion may be deemed void, and the company could face civil liability.
What documents are required to remove a shareholder from a SAS?
- The share transfer or redemption agreement (if voluntary);
- The shareholders’ resolution approving the transfer, redemption, or exclusion;
- The updated bylaws reflecting the new capital structure;
- The amended share register;
- The legal notice for publication in a journal of legal announcements;
- The filing dossier submitted to the Commercial Court Registry (Greffe).
Once these steps are completed, the company receives an updated Kbis extract showing the new shareholder structure.
What happens after the shareholder is removed?
Once the transfer, redemption, or exclusion is effective and registered:
- The shareholding table is updated;
- The capital structure may be adjusted (in case of cancellation);
- The new Kbis extract issued by the registry reflects the change;
- The departing shareholder loses all voting and dividend rights as of the effective date.
The company can then continue operations with a stable and legally secure ownership base.
- The shareholding table is updated;
Is shareholder removal subject to tax or registration duties?
Yes — depending on the method:
- Transfer of shares: registration duty of 0.1% of the price (minimum €25).
- Redemption or cancellation: may trigger capital reduction tax effects and impact company reserves.
- Exclusion without transfer: the company must ensure fair compensation to avoid tax requalification or abuse of rights.
Proper structuring and filing by lawyers ensure tax compliance and reduce risk of reassessment.
What are the main ways to remove a shareholder from a SAS?
- Voluntary Transfer of Shares
The shareholder may agree to sell or transfer their shares to another person or company (existing shareholder, third party, or the company itself).
→ Requires a written share transfer agreement and sometimes prior approval (agrément) by the other shareholders. - Share Redemption (Buy-Back)
The SAS may buy back its own shares to cancel them, typically under a redemption clause or capital reduction process.
→ Requires shareholder approval and compliance with Articles L. 225-208 and L. 227-14 of the Commercial Code. - Exclusion Clause
The bylaws may authorize the company to exclude a shareholder under specific conditions (e.g., violation of obligations, competition, or inactivity).
→ The procedure must be clearly defined in the bylaws, with notice, hearing rights, and a fair valuation of the shares.
Death or Insolvency of a Shareholder
In case of death (for individuals) or dissolution (for entities), the bylaws may organize the forced repurchase or reallocation of shares to ensure continuity of the company.
Can a shareholder be excluded against their will?
Yes — but only if the bylaws expressly authorize it.
French case law is strict: exclusion clauses are valid only if they are precise, balanced, and ensure the right of the shareholder to defend themselves.
If exclusion occurs without proper notice, fair valuation, or adherence to the bylaw procedure, the shareholder can challenge the decision before the Commercial Court, leading to suspension or annulment.
How are the departing shareholder’s shares valued?
The value of the departing shareholder’s shares is determined by:
- The valuation formula defined in the bylaws (if any); or
- Mutual agreement between the parties; or
- Court-appointed expert (under Article 1843-4 of the Civil Code) if there is a dispute.
The company must pay or settle the redemption price within the delay set by the bylaws or the court. Failure to pay can expose the company or other shareholders to damages or annulment of the exclusion.
Can disputes arise during shareholder removal?
Yes. Disputes are common regarding:
- The valuation of the departing shareholder’s shares;
- The legality of the exclusion procedure;
- Minority protection or abuse of majority;
- Non-compliance with contractual obligations.
These disputes are resolved before the Commercial Court, often with an expert appointed to assess share value and procedural fairness.
Having a clear clause and professional legal drafting greatly reduces litigation risk.
Remove a Shareholder from Your SAS
Let our French lawyers & paralegals handle the legal procedure for you.
More About Removal of Shareholders in a French SAS
Who can be removed as a shareholder?
Any shareholder whose conduct breaches the company’s bylaws or agreements may be lawfully excluded under the SAS rules.
What documents will I need?
You’ll need updated bylaws, a shareholders’ resolution, and supporting notices or evidence justifying the removal.
Do I need all shareholders’ approval?
Not always — the decision process depends on your bylaws. Our lawyers check if a majority or specific clause applies.
How long does the process take?
Usually between 2 to 4 weeks, depending on the complexity of the case and the registry’s workload.
Can the removal be contested?
Yes. A shareholder may appeal in court if procedures were not properly followed — we ensure full legal compliance.
What are the typical legal costs?
- Our flat legal fees start from €799 (excl. taxes), plus registry publication fees when applicable.
Can I remove a shareholder remotely?
Yes, all steps — including document review and registry filing — can be handled fully online by our team.
Will this affect company operations?
No. Once the removal is registered, the SAS continues operating under updated ownership without interruption.
