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Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

Opening a French Business Bank Account as a Foreign Company: Documents, Capital Deposit and the Right to an Account

Opening a French business bank account is often the first practical obstacle faced by a foreign founder. It is also the point at which a bank will test whether the proposed company, its registered office, its directors, its beneficial owners and its projected activity form a coherent legal and economic picture. A foreign shareholder is not automatically refused because the shareholder lives abroad. Conversely, a foreign passport does not create an automatic right to a French account. The result depends on the legal entity, its French establishment, the documents presented and the way the project is explained.

This guide addresses a foreign founder, foreign parent company or international group preparing to trade through France. It explains the difference between a blocked capital-deposit account and an operating account, identifies the documents banks usually need, and sets out what to do after a refusal. Kbis means the official extract evidencing registration with the French Trade and Companies Register, or RCS. INPI is the National Institute of Industrial Property, which operates the online one-stop shop for business formalities. RNE means National Business Register; SIREN is the nine-digit company identifier and SIRET identifies an establishment. These documents answer different questions and should not be treated as interchangeable.

The article focuses on the company and its banking relationship. A founder who intends to move to France has a separate immigration and personal tax file, and a property purchase belongs to a different legal analysis. Before contacting a bank, prepare one corporate file, one ownership-and-control chart and one cash-flow explanation. The bank should be able to understand in a few pages what the company will do in France, who controls it, where its money comes from and how its first twelve months will operate.

I. How can a foreign company prepare a French business bank account application?

A. Can a non-resident founder open a French business account without moving to France?

A non-resident founder may own shares in a French company without becoming a French resident. The company may be a SAS, meaning société par actions simplifiée, a flexible French simplified joint-stock company; a SARL, meaning société à responsabilité limitée, a limited-liability company; or a subsidiary of a foreign parent. A foreign company may also operate through a French branch or succursale. The banking analysis changes according to that choice.

A French subsidiary is a separate legal person. Under Article L. 210-6 of the French Commercial Code, “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” In English, commercial companies acquire legal personality on registration with the RCS. Before that event, the bank is dealing with a company in formation, its future shareholders and its future representative. The account for capital is therefore a controlled pre-registration account; it is not the same thing as a freely usable current account.

A foreign parent can provide capital and can remain the shareholder without moving its directors to France. The bank will nevertheless ask where the parent is incorporated, which public register records it, who ultimately controls it and why the French company needs an account in France. A clear answer may be that the French entity will invoice French customers, hire employees in France, pay French suppliers or receive investment. An answer that simply says “international business” leaves too many questions open.

The registered office must be real and documented. Article L. 123-11 of the French Commercial Code states that a legal person seeking registration must justify its use of the premises where it installs its registered office, or the French agency, branch or representation when the head office is abroad. The official text requires the company to “justifier de la jouissance du ou des locaux” concerned. The application should therefore contain the domiciliation contract, lease, ownership evidence or other document showing who may use the address and receive official correspondence.

For a French company, the legal person is normally domiciled in France once the registered office is established and the entity is registered. That fact matters because Article L. 312-1 of the French Monetary and Financial Code provides a right to open a deposit account for “Toute personne physique ou morale domiciliée en France” that has no account in France. The provision is important, but it is not a promise that every bank must accept an applicant on the first approach. It is a statutory route that operates through a refusal and a designation procedure.

A foreign company with no French legal person and no sufficiently established French domicile should not assume that the same right applies to its foreign account. A French branch, agency or establishment may create a stronger basis for the application, but the bank will examine the registration, the French address and the nature of the activity. The distinction between a French subsidiary, a French branch and a foreign company selling into France must be made before the application is filed.

The founder’s personal residence is a separate question. A shareholder who lives in the United States, the United Kingdom, Singapore or another country may invest in a French company. A director who regularly works from France, manages French employees or performs the underlying business activity in France may need additional immigration, social-security or tax analysis. The bank file should state the actual role of each director instead of suggesting that all management occurs in France when it does not, or that nobody works in France when somebody does.

If the banking question is part of a wider incorporation project, start with the firm’s English guide to setting up a business in France as a foreign founder, then use this article for the account, capital and refusal procedure.

For a project based in Paris or Île-de-France, the address should also be matched with the practical location of the activity. A registered office in Paris combined with all operations in another region can be legitimate, but the reason should be documented. The relevant greffe is the court registry serving the registered office. Greffe means the court registry and its staff; it is not the bank and it is not the INPI. Keeping those roles separate helps when the bank asks for an extract, a filing receipt or proof that a change has been registered.

The first decision is therefore a legal one: identify the French entity or establishment that will hold the account, confirm its registered office, and describe the real functions performed in France. Once that map is clear, the document request becomes predictable.

B. What documents does a French bank require from a foreign founder or parent company?

A bank normally divides the file into four groups: documents for the French entity, documents for the foreign parent or shareholder, documents for the individuals who control or represent the entity, and documents explaining the activity and the money flows. The exact list varies between banks and between a capital-deposit account and an operating account. A complete file is not a guarantee of acceptance, but an incomplete file almost guarantees delay.

For the French entity, prepare the draft or signed articles of association, the proposed name, the legal form, the shareholding table, the registered-office evidence, the identity and powers of the president or manager, the legal notice where available, the filing receipt from the INPI one-stop shop, and the Kbis or RNE extract once registration has occurred. The articles should describe the business accurately. If the purpose clause says software development but the first expected payment is for commodities trading, the bank will ask for an explanation. If the company will receive large transfers from a group outside the European Union, the file should say whether they are capital contributions, shareholder loans, royalties, dividends, sales receipts or reimbursements.

For a foreign parent or corporate shareholder, obtain a recent registry extract, the current constitutional documents, the certificate of incumbency or equivalent document if the jurisdiction issues one, the ownership chain and the board or shareholder resolution authorising the investment. A bank may ask for documents dated within three months. If the foreign register does not identify directors or ownership in the way a French bank expects, add an official certificate or a signed ownership chart explaining the gap.

Foreign documents may need an apostille, legalisation or certified translation into French. The requirement depends on the issuing country, the document and the bank’s internal policy. Do not translate only the first page of a constitutional document if the ownership or signing powers appear on later pages. A useful file contains the original document, the official translation and a short English index showing where the name, registration number, registered office, directors and ownership information appear.

For each individual, prepare a valid passport or national identity document, proof of residential address, a specimen signature when requested, evidence of authority to act for the company and, where relevant, a residence permit or professional authorisation. A foreign director does not become a French employee merely because the company has a French account. The bank may still ask where the director lives, where management decisions are made and whether the director is a politically exposed person. Answer each question factually and consistently with the articles, the business plan and the tax file.

Beneficial-owner information must be complete. A beneficial owner is the individual who ultimately owns or controls the company directly or indirectly. The INPI explains that this may include a person holding more than 25% of the capital or voting rights, a person exercising control by another means, or, where no such person can be identified, the legal representative. The INPI guidance on beneficial owners states that the information is entered through the one-stop shop and integrated into the RNE. The bank will compare that declaration with the ownership chart and the documents of the foreign parent.

The statutory basis is Article L. 561-46 of the Monetary and Financial Code, which says that the relevant entities “déclarent au registre du commerce et des sociétés” the information concerning their beneficial owners. Do not list only the foreign parent as if it were the beneficial owner. A company is not a natural person. Trace the chain until the individuals who own or control it are identified, and explain any trust, foundation, partnership or nominee structure.

Expect anti-money-laundering and counter-terrorist-financing checks. Article L. 561-5 of the Monetary and Financial Code requires the relevant professionals to “Identifient leur client et, le cas échéant, le bénéficiaire effectif” and to verify those elements using reliable written evidence. The bank is therefore entitled to ask for more than a company name and a passport. It may request the source of capital, the source of the first transfer, the expected countries of payment, the identity of significant customers, the reason for using a French account and the anticipated level of cash or international transfers.

Article R. 561-5 of the same Code gives the bank a concrete identification framework. For a legal person, it refers to collecting its legal form, name, registration number, registered-office address and, where different, the place where the activity is effectively directed. The text begins: “Lorsque le client est une personne morale, par le recueil de sa forme juridique, de sa dénomination, de son numéro d’immatriculation”. This is why a parent-company extract, a French Kbis, an address document and an effective-management explanation belong in the same file.

Prepare a short activity memorandum in English and, if the bank requests it, a French version. It should cover:

  • the products or services to be sold in France;
  • the expected monthly receipts and payments, separated by country;
  • the identity and location of the main customer and supplier groups;
  • the reason for choosing a French subsidiary or branch;
  • the funding timetable, including capital, shareholder loans and investment;
  • the planned first hires and use of French service providers;
  • any regulated activity, licence, export control or sanctions issue; and
  • the person responsible for responding to future compliance questions.

Bank questions about money flows are not answered by attaching a generic pitch deck. A bank wants to reconcile the business model with the account. If the company expects to receive ten large transfers per month but the business plan describes a local consulting practice, explain the group structure and the contracts. If the parent will fund the company for eighteen months, attach the board resolution, the funding agreement and evidence that the parent has the resources to make the transfer. If the first payment is a capital contribution, label it as such and do not describe it as revenue.

Tax registration is related but distinct. A French bank account does not itself create a French value-added tax, or VAT, obligation. Conversely, the absence of an account does not remove a VAT obligation. The official impots.gouv.fr guidance for a foreign company subject to French VAT distinguishes, among other situations, services supplied in France and transactions involving persons not identified for French VAT. Check with the relevant Business Tax Service, or SIE, and the General Directorate of Public Finances, or DGFiP, when the entity will invoice French customers, hold stock or operate a fixed establishment.

A practical order of assembly is: confirm the legal vehicle; secure the registered office; prepare the ownership chart; obtain foreign registry documents; draft the activity memorandum; request the bank’s current checklist; open the capital-deposit file; and only then submit the formation package. Ask the bank in writing whether it accepts a company in formation, whether it accepts a non-resident shareholder, whether translations must be certified, and which document it will issue after the capital is deposited. That written exchange prevents the founder from discovering after a transfer that the bank cannot issue the certificate needed for registration.

II. What happens after the bank responds, and how can a foreign founder deal with refusal?

A. How does capital deposit work before a French company receives its Kbis?

The capital-deposit stage is the bridge between signed formation documents and a registered company. It is commonly used for a SAS, SASU, SARL or another company whose cash contributions must be deposited before registration. The bank opens a blocked account in the name of the company in formation, receives the subscribed funds and issues a deposit certificate. The funds are not normally available for ordinary business expenses at that stage.

For a SARL, Article L. 223-7 of the Commercial Code provides that cash contributions are released at least to the required fraction and that “Les fonds provenant de la libération des parts sociales sont déposés dans les conditions et délais déterminés par décret en Conseil d’Etat.” The implementing rule, Article R. 223-3, states: “Dans les huit jours de leur réception, les fonds provenant de la libération des parts sociales sont déposés pour le compte de la société en formation”. The same provision identifies the Caisse des dépôts et consignations, a notary or a credit institution as possible depositaries and requires the deposit to be mentioned in the articles.

For a SAS, the statutory rules differ in detail but the practical point remains the same: the articles must state the capital, the subscribers and the contributions, and the depositary must be able to match the transfer to the company in formation. Article L. 225-3 of the Commercial Code, which concerns cash contributions for joint-stock companies, states that “Les actions de numéraire sont libérées, lors de la souscription, de la moitié au moins de leur valeur nominale.” A foreign founder should not copy the SARL fraction into a SAS file without checking the form-specific rules and the bank’s certificate requirements.

The bank will normally compare the transfer with the subscription list. A transfer from an account belonging to a different group company, an individual founder or an investment vehicle may trigger a request for an explanation. The safest approach is to identify the payer before the transfer, provide the ownership link and state whether the payment is being made on behalf of a subscriber. A bank may refuse to issue a certificate until the payer, the subscriber and the source of funds are reconciled.

When the company is registered, the Kbis or equivalent registration evidence is sent to the bank. The bank then releases the blocked funds to the operating account or converts the account according to its procedure. The registered company can begin paying suppliers, receiving customers’ payments and setting up payment services. The certificate of deposit should be preserved with the formation documents and the accounting records because it explains the origin of the initial cash balance.

The INPI one-stop shop is the filing channel for the creation and later changes of a French company. The INPI description of the Guichet unique and RNE explains that the platform centralises registration, modifications, cessation and annual-account filings. The INPI Guichet unique resource page directs the applicant to the secure filing environment. INPI is the operator; the greffe, tax administration, social-security bodies and other competent authorities may receive or validate the information. A filing receipt is not always the same document as a Kbis, so send the bank the exact document it requests.

The company’s legal personality and its bank account should be coordinated with pre-registration contracts. A founder who signs a lease, a supplier order or a service agreement before registration may be personally bound unless the company later takes over the commitment under the applicable rules. Article L. 210-6 makes the timing clear: the company becomes a legal person at registration, and the people who acted for the company in formation may remain personally responsible unless the company properly assumes the commitments. Use the words “company in formation” where appropriate, retain the schedule of pre-incorporation acts and obtain a formal takeover decision after registration.

A branch does not follow the same capital-deposit sequence as a new French subsidiary because it is an establishment of the foreign company rather than a new legal person. The bank will instead focus on the foreign company’s registry evidence, the French branch registration, the authority of the local representative, the ownership and control chain, the French address and the expected flows between the branch and its head office. A branch that receives customer money in France should have a clear accounting and tax explanation for transfers to and from the foreign head office.

For a bank application in Paris or Île-de-France, allow time for the relationship manager, the bank’s compliance team and the company’s filing professional to exchange documents. An international file often moves more quickly when one person owns the document index and can answer every request within a day. Do not send five different versions of the ownership chart. Mark one version as current, date it and update it whenever a shareholder, director, address or percentage changes.

B. What can a foreign founder do after a French bank refuses the account?

A bank may refuse an ordinary business-account application. The fact that a founder has a passport, a registered company or a commercially viable project does not force a particular bank to enter into a standard relationship. The distinction is important: the ordinary bank relationship is based on the bank’s acceptance, while the statutory right to an account follows a separate procedure for an eligible person or legal entity.

A decision identified as Court of Appeal of Paris, RG no. 21/15734, states the principle in direct terms: “Le banquier est toujours libre de refuser l’ouverture d’un compte ou de le clore, à l’exception des comptes ouverts en application du « droit au compte »”. The decision should not be read as giving a bank permission to discriminate or to ignore statutory duties. It does show why a foreign founder should not spend months trying to persuade one branch without obtaining a formal response and considering the right-to-account route.

A decision identified as Tribunal judiciaire of Nice, RG no. 19/02959, records the practical distinction for a company: “L’ouverture du compte courant d’une société est soumise à l’agrément de la banque”. The same decision explains that, outside the right-to-account procedure and absent discrimination, the bank remains free to refuse the ordinary account. It also describes the capital account as a blocked account opened for the company in formation. These findings are useful because they separate two files that founders often merge: the bank’s acceptance of an operating relationship and the depositary function used to form the capital.

If the applicant is eligible for the right to an account, ask the refusing bank for the written refusal certificate. The official Service-Public guidance on a refusal to open a business account explains that the refusal certificate allows the applicant to ask the Banque de France to designate a credit institution. The request should be assembled immediately rather than treated as a complaint to the bank’s customer-service department.

Under Article L. 312-1 of the Monetary and Financial Code, the relevant legal person must be domiciled in France and must not already have an account in France. The applicant should therefore prove the French registered office, the entity’s registration and the absence of an existing French deposit account. A French subsidiary with a Kbis is usually easier to position than a foreign parent that merely sells into France. A branch or agency requires a careful review of the registration and domicile documents. The right-to-account analysis should be written down before the application is sent to the Banque de France.

The refusing bank must provide the refusal information under the statutory process, and the Banque de France receives the designation request with the required documents. Once a bank is designated, the account is not a negotiated overdraft facility. It is an account with defined basic services. Article D. 312-5-1 states that the basic banking services include, among other items, “L’ouverture, la tenue et la clôture du compte”, payment and transfer services, remote balance consultation and an authorised-payment card. The designated bank may still conduct identity, ownership, sanctions and anti-money-laundering checks.

The right to an account does not eliminate compliance questions. The bank can ask for the identity of the ultimate owners, the purpose of the relationship, the source of the funds, the expected transactions and the identity of counterparties. A founder who responds by saying that the right to an account prevents all questions is likely to create a new problem. The correct response is to prove eligibility for the procedure and answer the compliance request accurately.

The Cour de cassation decision under Pourvoi no. 19-14.313 concerned a company that had used the right-to-account route after a bank refused to enter into a relationship. The published decision records that the company “a saisi la Banque de France au titre du droit à l’ouverture de compte prévu par l’article L. 312-1”. It also demonstrates that a right-to-account relationship can later raise difficult questions when the bank suspects unlawful transactions. Keep the transaction history, contracts and source-of-funds evidence current after the account is opened.

Another official decision, Pourvoi no. 19-25.218, records that a client who was warned of a proposed termination could contact the Banque de France under the right-to-account procedure. The decision also addresses the consequences of suspected illegal operations and the limits of the bank’s duty to explain information protected by the prohibition on revealing a suspicious-transaction report. This is a warning for a foreign-owned company operating in higher-risk sectors: a French account is not a shield against sanctions screening or transaction monitoring.

If the bank refuses because the file is incomplete, ask for a numbered list of missing documents and a deadline for resubmission. If the refusal is based on an unexplained commercial decision, ask for the statutory refusal certificate and preserve the correspondence. If the bank raises a sanctions, fraud or money-laundering concern, do not seek to conceal the relevant transaction or route it through another group company without a documented explanation. Obtain advice before sending a response if the issue concerns a frozen transfer, an account closure or a suspicious-transaction report.

Once the account is open, maintain a compliance calendar. Notify the bank of a change in director, beneficial owner, registered office, activity, tax residence or main payment countries. Keep current copies of foreign registry extracts and translations. Reconcile the account with the company’s accounting records. Preserve the Kbis, RNE evidence, capital certificate, shareholder-loan agreement, invoices and tax registrations. For VAT, use the current impots.gouv.fr VAT-registration guidance and confirm the correct registration route with the SIE. For annual filings, use the INPI portal and the tax calendar rather than an old checklist copied from another country.

Finally, distinguish a bank account from an account offered by a payment institution or electronic-money institution. A payment account may provide an IBAN and useful payment services, but its legal protection, deposit arrangements, credit facilities and suitability for capital deposit may differ. If the company needs a certificate for share capital, ask specifically whether the provider is authorised to receive that capital and whether its document will be accepted by the filing body. If the company needs overdraft finance, card acquiring, escrow or foreign-exchange services, put those requirements in the first bank conversation.

Conclusion

For a foreign founder, a French business bank account is best treated as a legal-and-compliance project rather than a simple online form. First identify the French entity or establishment, secure a defensible registered office and map the individuals who own or control the business. Then build a consistent file with the articles, Kbis or RNE evidence, foreign registry documents, certified translations, beneficial-owner declaration, source-of-funds proof, activity memorandum and projected payment flows.

The capital-deposit account and the operating account serve different purposes. The capital is blocked until registration, and the bank certificate must match the subscribers and the transferred funds. Once the company is registered, the account can be released or converted. If a bank refuses the ordinary account, obtain the refusal certificate and examine the right-to-account procedure under Article L. 312-1. That route is available to an eligible person or legal entity, not automatically to every foreign parent, and it does not remove the bank’s identification and anti-money-laundering duties.

For a tailored review of a foreign-owned French company, its bank file, branch or subsidiary structure, and its Paris or Île-de-France implementation, the corporate documents should be checked before the capital transfer and before the INPI filing.

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Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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