Comment quitter la France quand on est dirigeant de SAS pour le Paraguay

How to leave France when you are a director of a SAS for Paraguay

You are a director of an SAS, SASU, SARL, or EURL in France. You have built your business over years, accumulated significant professional assets, and each year you pay a colossal tax and social security burden that prevents you from moving forward. And you look abroad — Paraguay attracts you, but one question stops you: how to properly leave France when you are a company director?

This is a legitimate and important question. Leaving France as a director is not the same as leaving as an employee or a freelancer. You have a company, partners (perhaps), employees (perhaps), clients, professional assets, and commitments. Poor preparation can cost tens or even hundreds of thousands of euros in tax adjustments, poorly anticipated exit tax, or destroyed valuation. Good preparation, on the other hand, can turn this transition into a very high value-added operation. This guide explains how in 2026.

Specific challenges for expat directors

You are not just another freelancer

A freelancer moving to Paraguay has a simple situation: they close their sole proprietorship or EI, declare their departure, and start their new activity from Asunción. For a company director, it's much more complex:

  • You hold shares or stocks that have potentially significant value
  • This value can trigger the exit tax upon your departure (see our guide on exit tax)
  • You may have partners who need to be informed and involved
  • You have employees whose situation must be protected
  • You have clients who depend on the continuity of the business
  • You have accumulated cash in the company that needs to be optimized
  • Your social status (TNS, assimilated employee) influences the terms of departure

Three main possible strategies

Depending on your situation and objectives, three main strategies are available to you:

  1. Sell the company before leaving and pocket the capital
  2. Keep the company in France and manage it remotely from Paraguay (with restructuring)
  3. Liquidate the company and restart an activity in Paraguay (or via US LLC)

Each has its advantages, disadvantages, and optimal timing. Let's look at them in detail.

Strategy 1: Sell the company before leaving

When it's relevant

Selling is the "cleanest" solution and generally generates the most immediate value. It is relevant if:

  • Your company has significant market value (recurring revenue, stable client base, established team, strong brand)
  • You find a credible buyer (competitor, investment fund, internal manager, holding company)
  • You want to turn the page and start a new life in Paraguay without operational ties to France
  • You want to mobilize the capital from the sale to finance your settlement and investments in Paraguay

The tax mechanism of the sale

The sale of your shares or stock generates a capital gain taxable in France at the flat tax rate of 30% (12.8% income tax + 17.2% social contributions). For a director who created their company 10-15 years ago with symbolic share capital and sells it for several hundreds of thousands or millions of euros, the tax can be substantial.

However, several allowances may apply:

  • Enhanced allowance for retirement: up to €500,000 allowance if you meet the conditions (generally 60+ years old)
  • Allowance for holding period: in certain cases, for securities acquired before 2018
  • Contribution-sale under a holding company: a complex mechanism allowing the deferral of taxation (Article 150-0 B ter of the CGI)

The trap: selling from France or from Paraguay?

This is THE major strategic question. If you sell your company while still a French tax resident, the capital gain is taxed in France at 30%. If you sell after becoming a Paraguayan tax resident, the situation is different — but it runs up against the exit tax, which may have been triggered upon your departure for latent capital gains.

The general rule:

  • For high-value companies: often preferable to sell BEFORE departure, optimizing applicable allowances, then leaving with the net capital
  • For moderately valued companies: it may be relevant to leave first, manage the exit tax, and then sell from Paraguay
  • Special cases: consulting a specialized tax expert is essential as each situation is unique

The ideal case: sale + departure + Paraguay

The optimal scenario looks like this:

  1. You prepare the sale of your company 12 to 18 months in advance (audit, valuation, search for buyer)
  2. You sell and collect the capital (with French tax optimization)
  3. In the following months, you launch your Paraguayan tax residency (from €1,400)
  4. You transfer your assets to Paraguay (bi-currency bank account, international investments)
  5. You start a new life in Paraguay with significant capital and 0% taxation on all your future income

Strategy 2: Keep the company and manage it remotely

When it's relevant

Keeping the French company is relevant if:

  • The activity is profitable, and you want to continue earning income from it
  • You have a team in place that can operate without your physical presence
  • You cannot find an acceptable buyer
  • The company's value is primarily linked to you personally (and therefore difficult to transfer)

Conditions for it to work legally

Managing a French company from Paraguay is perfectly legal, but it raises international tax questions. The critical point is the company's tax residence. Under French law, a company is a French tax resident if:

  • Its registered office is in France, OR
  • Its effective management is exercised from France

If you leave France and manage your company alone from Paraguay, the French tax authorities could consider that the "effective management" has shifted to Paraguay — which would pose a problem for the French registered office. Conversely, if you remain heavily involved in management and make important decisions from Paraguay, the company remains operationally French but with a non-resident director.

The solution: restructure before departure

To make this strategy viable, it is generally necessary to restructure governance before departure:

  • Appoint a French general manager or co-director who assumes effective operational management
  • You become a non-executive president or main shareholder without a daily operational role
  • Formally document the new organization (minutes, articles of association, contracts)
  • Limit your role to strategic decisions (orientation, validation of annual accounts, investment choices)

With this structure, the company remains French, effectively managed by your GM in France, and you receive your income as a shareholder (dividends) from Paraguay.

Tax treatment of dividends for a non-resident director

When you receive dividends from your French company as a non-French tax resident, the mechanism is as follows:

  • Withholding tax in France: 12.8% (standard non-resident rate)
  • In Paraguay: 0% (exempt foreign-source income)
  • Total charge: 12.8%

Compared to the 30% flat tax (French resident), this is already a substantial saving of more than half. And compared to the "director's salary + social contributions TNS + income tax" combination, which can reach 60-65%, the difference is massive.

Risks to anticipate

  • Reclassification as fictitious residence: if you are the only true decision-maker and you manage everything from Paraguay, the French tax authorities may dispute the company's French registered office
  • Permanent establishment: Paraguay could theoretically consider that the French company has a permanent establishment in Paraguay (you), which would trigger reporting obligations in Paraguay
  • Operational justification: the company must continue to have real economic substance in France (premises, employees, French accounts, real activity)

This strategy therefore requires serious legal and tax support from both sides — a French tax specialist for governance and French compliance, and our team for Paraguayan residency and coordination.

Strategy 3: Liquidate the company and restart in Paraguay

When it's relevant

Liquidation is the most radical solution. It is relevant if:

  • The company has no significant transferable value (non-transferable personal activity, clients linked to you personally)
  • You genuinely want to turn the page and start fresh elsewhere
  • The costs of managing a French company remotely are not justified
  • You want to simplify your administrative situation as much as possible

The liquidation mechanism

The amicable liquidation of a French company takes place in several stages:

  1. Decision to dissolve by the partners (extraordinary general meeting)
  2. Appointment of a liquidator (often yourself or a professional)
  3. Liquidation period: settlement of liabilities, collection of receivables, sale of assets
  4. Closing of the liquidation with a liquidation bonus (the positive balance after repayment of debts)
  5. Taxation of the bonus: the liquidation bonus is taxed as movable capital income (30% flat tax)
  6. Deregistration from the RCS: the company legally ceases to exist

This process generally takes 6 to 12 months and requires accounting support. The recovered bonus can then finance your settlement in Paraguay and your new projects.

The advantage: clean slate and fresh start

Once the company is liquidated, you start from scratch legally. You can create a SRL in Paraguay (€1,500, one week) or a US LLC to restart your activity with 0% taxation on international income. You capitalize on your existing expertise and contacts, but without the administrative burden of a French structure.

The exit tax: the unavoidable topic

Who is concerned

The exit tax applies to taxpayers who:

  • Have been French tax residents for at least 6 of the 10 years preceding their departure
  • Hold significant participations (shares, stocks, social rights) whose value exceeds €800,000, OR a participation greater than 50% in the capital of a company

If you meet these criteria, you will be subject to the exit tax at the time of your departure. As explained in our guide on exit tax, the tax applies to the latent capital gains of your participations — i.e., the difference between the current value and the acquisition price — at a rate of 30% (flat tax).

The payment deferral mechanism

The tax is not systematically paid immediately. If you leave for an EU/EEA state, the deferral is automatic and by right. If you leave for a non-EU/EEA state like Paraguay, the deferral can be granted upon request, under conditions (provision of guarantees). Deferral means that the tax is calculated at the time of departure but paid later — only if you actually sell your securities.

The relief mechanism

Here is the crucial, often overlooked aspect: if you keep your participations for 5 years (for recent departures — the duration has varied over time) after your departure without selling them, the exit tax is automatically relieved. You pay nothing. This is what makes the exit tax much less terrifying than it seems: it is not a tax to be paid immediately, it is a dissuasive mechanism that disappears if you "pass" the required years without selling.

Optimization: sell before or after departure?

This is where the strategy becomes decisive. If you plan to sell your company, timing is critical:

  • Sale BEFORE departure: 30% flat tax in France, with possible allowances. No exit tax.
  • Sale AFTER departure: exit tax triggered upon departure (deferred), then sale within 5 years → exit tax due. Sale after 5 years → exit tax relieved but taxed according to Paraguayan rules (0% in Paraguay).

The optimal scenario for many directors: leave for Paraguay, keep the securities for 5 years deferred, then sell when the exit tax is relieved. During these 5 years, you receive dividends (at 12.8% in France) and benefit from Paraguayan territoriality on all your other income. After 5 years, you sell without any French taxation.

Optimal timing: 18 months before departure, get started

18 months before departure

  • Full audit of your assets and professional situation
  • Choice of strategy (sale, remote retention, liquidation)
  • Consultation with a tax specialist in international mobility
  • If sale is considered: start the process (valuation, search for buyers, due diligence)

12 months before departure

  • If retaining: restructuring of governance (appointment of GM, amendment of articles of association)
  • If selling: negotiation and signing of the agreement
  • If liquidating: decision at EGM and start of the process
  • Preparation of documents for Paraguayan residency

6 months before departure

  • Launch of Paraguayan tax residency with our team (from €1,400)
  • If selling: closing and collection of capital
  • Administrative preparation (cessation declaration, exit tax if applicable)
  • Creation of Paraguayan or American structures for the new activity

At the time of departure

  • Notification to the French tax authorities of the change of residence
  • Exit tax declaration (if applicable) with deferral request
  • Transfer of assets to Paraguay
  • Effective settlement and finalization of the Paraguayan cédula

The complete ecosystem for the expat director

Our team works in coordination with French tax specialists in international mobility to orchestrate your transition from start to finish.

Specific pitfalls for the departing director

Underestimating the timing

Wanting to leave for Paraguay "next month" is a recipe for disaster when running a company. Allow a minimum of 12 months for preparation for a clean transition, ideally 18 months. Haste always costs more than anticipation.

Ignoring the exit tax

Discovering the exit tax after your departure is one of the biggest pitfalls for business leaders. Anticipate this point from the very beginning of your consideration. Our guide on the exit tax details all aspects to understand.

Poorly preparing the sale

A poorly prepared sale can destroy 20 to 50% of your company's value. Get support from a professional M&A firm. The cost (generally 2-5% of the transaction) is largely offset by the higher valuation obtained.

Keeping a foothold in France "just in case"

The classic trap: keeping an apartment in Paris, an active bank account, an operational role in the company. The French tax authorities may then consider that you have not truly left and reclassify your residence as a fictitious residence. As explained in our guide to fatal errors, this ambiguity is dangerous. Be radical: center of life in Paraguay, period.

Neglecting partners and employees

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