The principle: it's possible, but not without rules
Holding shares in a Latvian company while residing in France is perfectly legal. Thousands of French entrepreneurs do it. Latvia imposes no residency condition on the shareholders of an SIA (Sabiedrība ar ierobežotu atbildību). Similarly, French law doesn't prohibit you from owning shares in a foreign company.
Where things get more complex is when it comes to effective management. The French tax authorities, like most European tax authorities, care about where a company is actually run from, not just where it's registered. This is known as the principle of corporate tax residency.
Point to watch
If you manage your Latvian SIA from your home in France (making decisions, day-to-day management, signing contracts), the French tax authorities could consider the company to be tax resident in France, which would cancel out Latvia's tax advantages.
The Concept of Effective Management Explained
In international tax law, effective management (or "place of effective management") refers to the location from which a company's important strategic and business decisions are made. It's a criterion used by international tax treaties, including the France-Latvia treaty, to determine in which country a company is taxable.
In practice, if the registered office is in Riga but all decisions are made by the director from a Paris office, the French tax authorities can claim the right to tax that company in France. This situation must be avoided at all costs.
The factors considered by tax authorities
Tax authorities examine several elements to determine where effective management is located:
- The director's (managing director's) place of residence
- The location from which strategic decisions are made
- Where board meetings or shareholder meetings are held
- Where records and accounting books are kept
- Where important contracts are signed
- Whether local staff and infrastructure are present in Latvia
The Risk of France's Article 123 bis
Beyond the question of the company's tax residency, French tax law includes a specific anti-abuse mechanism for individual shareholders of foreign structures: Article 123 bis of the French General Tax Code. If you hold, alone or with your tax household, at least 10% of the rights in an entity established outside France whose taxation is considered privileged (taxed more than 50% below the French rate, within the meaning of Article 238 A), the authorities can tax the corresponding share of that company's profits directly in your hands, even without any distribution.
Given the 0% tax rate on undistributed profits in Latvia, this theoretical risk does exist. It is, however, neutralised by a safeguard clause: Article 123 bis doesn't apply if the entity is established in an EU member state and its presence there isn't an artificial arrangement designed to circumvent French law. Since Latvia is an EU member, an SIA with genuine, documented economic substance normally benefits from this clause. That's why the concept of economic substance remains central to our approach.
"The line between legal tax optimisation and an artificial arrangement lies exactly there: the genuine substance of the activity in Latvia. A Latvian company with a local director, Latvian or Baltic clients, and real activity is not a sham arrangement."
On the Latvian side, vigilance also applies to the nature of the company's expenses: certain loans to shareholders exceeding 12 months, or an off-market price charged to a related entity, are automatically reclassified as a taxable distribution by the Latvian tax authorities themselves, independently of any question of French tax residency.
Solutions to Secure Your Structure
Solution 1: Appoint a local Latvian director
The first solution is to appoint a managing director (valdnieks) residing in Latvia. This director will hold day-to-day management powers and act as the company's legal representative. As a French shareholder, you retain strategic control and ownership of the company, but operational management is handled from Riga. Société Lettonie can put you in touch with certified nominee directors.
Solution 2: Build genuine substance in Latvia
If your business allows it, developing real operations in Latvia is the most robust solution: hiring a local employee, renting an office, building a Latvian or Baltic client base. A company with genuine, documented activity in Latvia is far less exposed to the risks described above.
Solution 3: Separate your role as shareholder and as director
It's entirely possible to form a Latvian SIA and hold shares in it without being its director. As a shareholder (dalībnieks), you receive dividends decided by the company, but you're not the one running it. Effective management is then handled by someone else based in Latvia. This is a structure we regularly set up for our clients.
The France-Latvia Tax Treaty
France and Latvia have signed a bilateral tax treaty designed to avoid double taxation. This treaty, based on the OECD model, sets out clear rules for determining in which state a company is taxable and how dividends are treated.
In practice, this treaty protects well-advised entrepreneurs: if your Latvian SIA is properly structured with effective management in Latvia, its profits are taxed in Latvia under Latvian rules (0% reinvested, 20% on distribution). However, the dividends you receive as a French resident fall under your tax obligations in France: they count as investment income and are subject to the flat tax (PFU) of 30% (12.8% income tax + 17.2% social contributions), with the option to elect for the progressive scale after a 40% allowance. A tax credit equal to the tax already withheld at source in Latvia is offset against the French tax due, up to that amount.
What the treaty says
The France-Latvia tax treaty of 14 April 1997 provides that the profits of an enterprise of a contracting state are taxable only in that state, unless the enterprise carries out its activity in the other state through a permanent establishment.
The Importance of Personalised Legal Advice
Every situation is unique. Your business, your income level, your personal status (employee, self-employed, business owner), your international growth goals — all of these factors influence the optimal structure for you. There's no one-size-fits-all solution, and copy-pasted setups found on forums are often the cause of costly tax reassessments.
At Société Lettonie, we always start with an analysis of your specific situation before recommending a structure. Our approach is conservative and built to last: we only set up arrangements we would be prepared to defend before the French tax authorities.
Questions to ask yourself before forming your SIA:
- What is the nature of your business (services, e-commerce, consulting...)?
- Do you have clients or partners in Latvia or the Baltic states?
- Are you considering moving to or spending time in Latvia?
- What's your main goal (tax optimisation, international expansion, asset protection)?
- Are you prepared to put a local management structure in place in Latvia?