Running a French SARL From Abroad

You do not have to live in France to own or run a French SARL. A non-resident can hold shares, sit as the company's manager, and take the decisions the law reserves to shareholders - all from abroad - provided the company keeps a French registered office and its decisions are taken in the proper form. French company law was not written for remote owners, but it contains the tools that make remote ownership work: a foreign non-resident can be manager with no prior formality, decisions can be taken by written consultation or by proxy, meetings can be convened electronically, and shareholders can be represented. This guide sets out what a non-resident owner can and cannot do, how to run the company at a distance, and the points - from the registered office to the tax and social treatment - that need care when the owner is abroad.

Two threads run through everything that follows. On the company-law side, remote ownership is well provided for, and most of the work is done in advance by drafting the articles to permit distance decision-making. On the cross-border side - tax, social security, and immigration if you ever settle - the position depends heavily on your own country and circumstances, and is where general rules give way to individual advice. Keeping those two threads apart makes the whole picture much clearer: the French mechanics are largely settled; the international treatment is personal to you.

Can a non-resident be the manager?

Yes. The manager (gérant) of a SARL must be an individual, and can be either a shareholder or a third party - there is no requirement to be French or resident in France. The position on formalities turns on one distinction: whether the foreign manager will reside in France or run the company from abroad.

A few baseline points frame this. The manager must be a natural person (a company cannot be gérant of a SARL), and, unless the articles say otherwise, need not be a shareholder - indeed a clause requiring the manager to be a shareholder is generally discouraged as too rigid. There is no age limit unless the articles set one, and the articles can add their own conditions (a diploma, experience, or restrictions on holding other mandates). A non-resident candidate who meets these ordinary conditions is eligible on the same footing as anyone else; nationality and residence do not disqualify them.

A foreign non-resident - of any nationality - who wants to be manager of a French SARL without residing in France has no prior formality to complete before being registered at the trade and companies register. They can be appointed and registered as manager directly, and then run the company from their home country. This is the key that unlocks remote management: the law does not require a non-resident manager to obtain a residence document or complete any pre-registration step, because they are not settling in France.

The contrast is with a foreign manager who does establish residence in France. An EU, EEA or Swiss national settling in France must register with the mayor of their commune within three months of arrival (without needing a residence permit); a non-European national settling in France generally needs a residence document - an "entrepreneur/profession libérale" card, then a multi-year card, with the 2024 immigration law adding a civic-training exam and a French-language requirement on renewal, expected to apply by a date fixed by decree and at the latest from 1 January 2026. None of that applies to the non-resident running the company from abroad, which is precisely why the non-resident route is the simpler one.

The company still needs a French office

However far away the owner is, the SARL itself must be anchored in France by a registered office (siège social). The office is normally in premises the company holds as owner, tenant or sub-tenant, and where it has no dedicated premises it can use a collective domiciliation - shared premises arranged for the purpose. The company must have the use of premises for private use, and, failing that, the collective-domiciliation route is the provided answer. This is the practical solution for many non-resident owners: a domiciliation company or a business centre provides a valid French address, with mail-handling, without the owner needing to travel over to lease space.

There is a home-address route too, but it depends on the manager living in France, so it rarely helps a non-resident. Where the manager's home is in France (and not in a large commune or certain Paris-region departments), the company can put its office there and operate from it without time limit; otherwise, a five-year temporary domiciliation is always available. For an owner abroad, the realistic choice is usually a collective domiciliation or leased premises in France.

One point that non-resident owners sometimes miss: moving the registered office out of France is not a routine change. Transferring the seat to another State amounts to a change of the company's nationality, which requires the unanimous agreement of the shareholders. So the French office is not a mere formality at incorporation - it fixes the company as French, and taking it abroad is a fundamental decision, not an administrative one. Running from abroad means keeping a French seat, not relocating it.

Taking decisions from abroad

The heart of remote ownership is being able to take shareholder decisions without flying in. French law gives three routes. First, decisions can be taken by written consultation: the articles may provide that all decisions, or some of them, are taken by consulting the shareholders in writing rather than in a meeting - the manager sends the proposed resolutions and the information documents to each shareholder, who reply in writing. Second, where a meeting is held, each shareholder can be represented by a proxy who attends and votes for them. Third, the articles can allow shareholders to take part by videoconference or telecommunication.

Each route has limits worth knowing. Written consultation is available for everything except the approval of the management report, the inventory and the annual accounts - that approval must go through a meeting. Likewise, participation by videoconference or telecommunication is excluded for the meeting that approves the accounts. So the ordinary annual accounts approval is the one decision that resists a purely remote, written process - though it can still be handled through a proxy who attends the meeting on the owner's behalf.

The practical upshot is that, with the right clauses in the articles, almost everything can be done at a distance. A non-resident owner should make sure the statutes authorise written consultation and remote participation, since both depend on a statutory clause - the default is a physical meeting. Convening itself is easy remotely: the manager may convene shareholders by email in place of registered post. Building these permissions into the articles is what turns "running from abroad" from an aspiration into a working reality.

One helpful quirk of SARL law works in a remote owner's favour. Unlike the rules for public companies, the law does not require a SARL's meetings to be held at the registered office or even in the same department - there is no statutory restriction on where a SARL meeting takes place. So where a meeting has to be physical (the accounts approval), it can in principle be held wherever suits the participants, and the articles can organise the practicalities. Combined with proxy representation, this gives a non-resident owner real freedom in how the unavoidable meeting is arranged.

Using a proxy and the right to participate

Representation is the safety valve for the decisions that cannot be taken purely in writing. Every shareholder has an inalienable right to take part in collective decisions - any clause restricting or limiting a shareholder's access to the decisions, whatever the mode of consultation, is deemed unwritten. That right can be exercised in person or through a proxy: a shareholder abroad can give a mandate to someone to attend a meeting and vote on the resolutions on the agenda, including, where the agenda allows, on significant matters.

This matters most for the annual accounts meeting, which cannot be held by pure written consultation or by videoconference. A non-resident owner can appoint a trusted proxy - a co-shareholder, an adviser, or the manager where appropriate - to attend and vote, so the owner never has to travel for the one decision that requires a meeting. The proxy must act within the mandate given, and the scope of that mandate should be set carefully so it covers what the meeting will in fact decide.

Alongside the vote sits the shareholder's information. At least fifteen days before the annual meeting the manager must send each shareholder the accounts documents, and shareholders can put written questions the manager must answer. A non-resident owner should make sure these documents reach them abroad in good time - by email where the articles allow - so they can instruct their proxy properly. Remote ownership works when the information flow is as reliable as the voting mechanism.

What the manager can do - and its limits

Day-to-day, it is the manager who runs the company, and a non-resident manager holds the ordinary powers: in dealings with third parties the manager binds the company by acts within the corporate purpose, and internally holds the powers the articles confer. This is what makes a distance workable - the manager can act on the company's behalf in France while the owner is abroad, signing contracts, dealing with the bank and the administration, and running the business.

Two limits deserve attention for a remote set-up. First, the manager cannot delegate the entirety of their powers to a third party - targeted, specific delegations are fine, but a wholesale handover is not, so a non-resident manager cannot hand the whole company to someone in France and disengage. Second, the manager must always act in the company's interest, not their own or a related party's; a manager who lets personal or group interests override the company's exposes themselves to liability and, in serious cases, to the offence of misuse of company assets.

Where the owner abroad is not the manager - appointing instead a manager based in France - the ordinary rules on removal apply: the shareholders can remove a manager, but a removal without just cause can give rise to damages, so the process needs care. Choosing who manages, and whether that is the non-resident owner or a France-based appointee, is one of the first structural decisions for an owner who will be abroad most or all of the time, and it shapes almost everything else about how the company runs.

Tax and social treatment when you are abroad

Being non-resident does not remove the French company from French rules, but it does add a cross-border layer that needs specialist advice. The company remains a French taxpayer on its French activity; what changes with a non-resident owner is chiefly the treatment of what flows out - the manager's remuneration and any dividends - which depends on the owner's country of residence and the tax treaty between it and France. These are not matters the company's form settles; they turn on the owner's personal position and must be checked case by case.

The social-security position is equally sensitive. A majority manager of a SARL is, in domestic terms, treated as self-employed, but for someone living and perhaps also working in another country, which system in fact applies is governed by cross-border social-security coordination, not by the domestic label alone. A non-resident manager can find themselves affiliated in France, in their country of residence, or subject to specific coordination rules, and getting this wrong is costly. It is one of the clearest areas where a non-resident owner needs advice before, not after, taking the role.

None of this makes running a French SARL from abroad impractical - many owners do it - but it does mean the tax and social questions should be mapped at the outset, in coordination between French and home-country advisers. The company-law mechanics of remote ownership are, as we have seen, well provided for; the cross-border tax and social treatment is where the real planning lies, and where general statements give way to advice on the specific facts.

A further wrinkle worth flagging is the regulated-agreements regime where the owner has interests in more than one company. The control over agreements between the SARL and its managers or shareholders applies even to agreements between a French company and a foreign company that share a common director - a common situation for a cross-border owner who runs entities in two countries. Dealings between the French SARL and the owner's other businesses therefore need to be checked against that regime and properly authorised, so that ordinary cross-border arrangements do not fall foul of the rules by oversight.

Setting the company up to run remotely

Running a SARL from abroad is far easier if the company is built for it from the start, and that mostly means the articles. They should authorise written consultation for every decision that can lawfully be taken that way, authorise participation by videoconference or telecommunication, and permit convening by email - none of these is the default, and each depends on a clause in the statutes. Articles drafted without them force a physical meeting for routine decisions, which defeats the point of a remote structure.

The registered office should be arranged before incorporation - a collective domiciliation or leased premises in France - and the choice of manager settled: the non-resident owner acting as manager (no prior formality needed), or a France-based manager appointed to handle what must be done on the ground. Where a proxy will stand in for the owner at the accounts meeting, it is worth deciding in advance who that will be and giving them a clear standing mandate, so the annual approval never becomes a scramble.

Finally, the information flow should be set up to work across borders: reliable email delivery of convening notices and accounts documents, and a clear timetable so the owner abroad receives everything with time to instruct a proxy or reply to a written consultation. Get the articles, the office, the manager and the information flow right, and a French SARL can be owned and run from almost anywhere in the world - with only the cross-border tax and social treatment left to plan with your advisers, on the facts of your own residence and circumstances.

Convening and holding the meeting remotely

Where a meeting is needed - above all the annual accounts meeting - the convening rules are workable from a distance, but they have to be respected. In principle the manager convenes the shareholders, and convening is by registered letter fifteen days before the meeting; the manager may, though, use email in place of registered post, which suits a company with owners abroad. The convening notice must set out the agenda clearly enough that its content and scope are apparent without cross-referring to other documents.

A short-cut exists but should be handled with care. A meeting irregularly convened cannot be annulled where all the shareholders were present or represented - which is the basis on which even a verbal convening can be accepted, provided the shareholders' information rights were respected. For a small company whose shareholders are all reachable and willing, that flexibility is useful; but relying on it is risky, so a properly documented email convening is the safer default for a remote structure.

Two information points frame the meeting. At least fifteen days before the annual meeting the accounts documents must be sent to each shareholder, and for any other meeting the text of the proposed resolutions must go out fifteen days ahead. During the fifteen days before the annual meeting, shareholders can put written questions the manager must answer. A non-resident owner should build the timetable around these fifteen-day windows so that, wherever they are, they receive the documents, can ask questions, and can instruct a proxy or vote in time.

What happens if the manager is unreachable

A distance set-up should plan for the manager being absent or out of contact, because the law provides fallback routes that a remote owner needs to understand. If the company finds itself without a manager - or the sole manager is incapacitated - an auditor (where there is one) or any shareholder can convene the shareholders within eight days for the sole purpose of replacing the manager, the meeting being chaired by the shareholder present holding the most shares. This matters where a non-resident owner-manager could, for practical reasons, become hard to reach.

Where the manager fails to convene a meeting that is due, a shareholder can ask the court to appoint an agent to convene the meeting and set its agenda - no minimum shareholding is required, but the shareholder must first have asked the manager in vain, and the meeting envisaged must fall within the shareholders' competence. These are safeguards against paralysis, not everyday tools, but they are reassuring for an owner who cannot always be physically present to keep the company's governance moving.

The practical lesson for a remote owner is to reduce the chance of ever needing these fallbacks: keep a reachable manager (or co-manager) with clear authority, ensure the registered office reliably receives official correspondence, and set the decision calendar in advance so meetings and consultations happen on time. Good design at the outset means the company keeps functioning smoothly across borders, and the court-driven remedies remain a backstop that is rarely, if ever, called upon.

Frequently asked questions about running a French SARL from abroad

This article states general principles of French law as at its date of publication and is provided for information only. It does not constitute legal, tax or immigration advice and creates no lawyer-client relationship. Cross-border tax, social-security and immigration rules are highly fact-specific and evolve; take advice on your own residence and situation before acting.