Services billed by the manager's company: the validation of regulated agreements eliminates the risk of abnormal management acts.

In an economic context where many directors structure their activities through an intermediary company, the question of services billed by the director's company to the operating company remains a sensitive topic, both in terms of business law and tax law.

The recent decision of the Administrative Court of Paris (TA Paris, April 14, 2026, No. 2407413, SAS PHP Invest) provides interesting insight by confirming that a duly approved agreement within the framework of regulated agreements can eliminate the qualification of an abnormal management act (AMA).

This article proposed by PRAX Avocats, a firm specializing in legal advice for start-ups and innovative companies, analyzes this decision and its practical implications for directors and entrepreneurs.

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1. A complex legal and tax context: management fees and social mandate

Management fees: a regulated practice

In many structures, particularly start-ups and groups of companies, the director holds a management company (or consulting company) that bills for services to the company they manage.

These agreements often aim to indirectly compensate the director while allowing for a flexible structuring of financial flows between entities.

However, this practice remains subject to double control:

• Under company law, the agreement must comply with the regime of regulated agreements, meaning it must be subject to the control of the statutory auditor and the approval of the general assembly.

• Under tax law, the administration can verify that the agreement corresponds to a real consideration and does not have the effect of artificially reducing the taxable result.

Otherwise, it could invoke the notion of an abnormal management act, leading to a tax adjustment (corporate tax and VAT).

The "Collectivision" case law: the dividing line

Until now, the so-called "Collectivision" case law (CE, October 4, 2023, No. 466887) had established the following principle:

The payment of fees under a service agreement is not in itself constitutive of an abnormal management act as long as the company intended to indirectly compensate its director and these fees correspond to a real consideration.

This approach marks a recognition of the freedom of management of the company and an autonomy of tax law vis-à-vis company law.

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2. The contribution of the TA Paris decision, April 14, 2026 (SAS PHP Invest)

In the case judged by the TA of Paris, a company (SAS PHP Invest) had entered into a service agreement with its president's company.

The tax administration challenged the deductibility of the corresponding invoices, arguing that these services partially overlapped with the functions normally performed by the president and that, according to civil case law, such an agreement is null (Cass. com., October 23, 2012, No. 11-21.978).

The assembly's approval, a determining element

The court did not follow this reasoning. It considered that:

• The agreement had been submitted to the statutory auditor,

• Then approved by the general assembly within the framework of the regulated agreements procedure.

According to the judges, these elements demonstrate that the company had expressly intended to indirectly compensate its director in this way and that this compensation had a real consideration.

The administration could therefore not qualify this expense as an abnormal management act, nor challenge the deductibility for corporate tax (IS) or VAT.

Confirmation of the autonomy of tax law

This decision reaffirms the autonomy of tax law:

The nullity of a contract in commercial law (for example, when it covers management functions) does not necessarily mean that the corresponding payment is abnormal in tax matters, as long as a real consideration exists and a social deliberation attests to it.

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3. Practical consequences for directors and start-ups

Increased security through the regulated agreements procedure

For start-ups and innovative companies, often structured flexibly with a management company or holding, this decision provides a reassuring signal.

The rigorous implementation of the regulated agreements procedure constitutes proof of good faith and transparency, particularly useful in the event of a tax audit.

Thus, directors should ensure to:

• Formalize the agreement (purpose, precise content, price, execution methods),

• Systematically submit it to the review of the statutory auditor, when one exists,

• And have it approved by the general assembly.

Particular attention to the reality of services

The decision should not be read as a "blank check."

The existence of a real consideration remains essential. In practice, this implies:

• That the billed services are actually performed (description of tasks, deliverables, meetings, etc.),

• That their economic value is justifiable (proportionality report between fees and services rendered).

Young companies must therefore be vigilant in documenting and executing these agreements to avoid any suspicion of abuse.

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4. Tax issues and points of vigilance

This case law does not eliminate all risk.

The administration retains the possibility:

• To requalify the expense if it believes that no real service has been rendered;
• Or to contest the amount if the fees appear disproportionate in relation to the size or activity of the company.

Moreover, the normal or abnormal nature of management will always be assessed in concreto, according to the specific circumstances of each company.

PRAX Avocats thus recommends:

• Ensuring complete traceability of services (mission reports, minutes, proof of time spent, etc.);

• And coordinating legal and tax analysis as soon as the agreement is concluded.

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5. Key takeaways

• The TA of Paris (April 14, 2026) extends the Collectivision case law by recognizing that the validation of a regulated agreement may suffice to prove the real consideration of the services.

• The civil nullity of a service agreement (under company law) does not necessarily entail a tax consequence.

• For directors and founders of start-ups, a rigorous governance – supported by formalized social decisions – remains the best guarantee against a tax audit.

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Conclusion: towards a more balanced approach between tax law and corporate governance

The PHP Invest decision illustrates an important evolution: administrative jurisdictions are now seeking the intent and economic coherence of the operation, rather than limiting themselves to a formalistic reading.

This is a welcome advancement for entrepreneurs and start-up directors, provided that a solid legal discipline is maintained.

For any questions regarding the implementation or securing of a service agreement between a company and its director, or for support in French and international tax matters, do not hesitate to contact PRAX Avocats, a firm specializing in business law.

On issues of social law, intellectual property, or complex contracts, the firm collaborates with recognized Best Friends firms for their complementary expertise.

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Article written on May 8, 2026, by PRAX Avocats – a law firm dedicated to providing legal support to start-ups and innovative companies.