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Barreau de Paris Immobilier, sociétés, affaires Fiche CNB avocat.fr
Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

French Business Account Refused After Kbis: The Right-to-an-Account Procedure for Foreign-Owned Companies

A foreign founder can obtain a French business bank account without travelling to France, but a Kbis does not force the commercial bank initially approached to accept the relationship. The Kbis is the official extract showing that the company is registered in the French Trade and Companies Register, or RCS (Registre du commerce et des sociétés). It proves that the company exists; it does not prove that the bank has completed its customer-identification and anti-money-laundering review.

The practical problem is often described too broadly as “a French bank refused my company”. Three different events must be separated: a bank may refuse the temporary account used for a capital deposit before incorporation; it may refuse the ordinary operating account after registration; or it may close an account that was already opened. This article addresses the second situation, with a short comparison to the other two where it affects the remedy. The central question is whether the company is deprived of a deposit account in France and can invoke the right-to-an-account procedure, while still satisfying the bank’s mandatory checks on the company, its representative and its ultimate beneficial owners.

The analysis is designed for a French SAS (simplified joint-stock company), SARL (limited liability company), or similar company owned or controlled from abroad. It does not replace an immigration analysis for a founder who wants to live or work in France. It explains the banking and corporate steps after registration, the documents that usually decide the outcome, and the evidence to preserve when a bank refuses to issue the account-opening certificate.

I. French business bank account refused after Kbis: does the foreign founder have a right to an account?

A. What does the Kbis prove, and why can the bank still refuse?

The Kbis should be treated as the company’s registration evidence, not as a bank-onboarding certificate. A French company obtains legal personality through registration. Its registration data is connected with the RCS and the RNE, the French National Register of Enterprises (Registre national des entreprises). The French National Institute of Industrial Property, or INPI (Institut national de la propriété industrielle), operates the single online filing portal known as the Guichet unique. The creation file is sent electronically to the competent authorities, including the commercial court registry office, known in French as the greffe.

For a company whose registered office is in France, Article L. 123-33 of the French Commercial Code provides that the company declares its creation, changes and cessation through a single electronic file submitted to the designated single body. The operative text states: A l’exception des procédures et formalités nécessaires à l’accès aux activités réglementées et à l’exercice de celles-ci, toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration, d’une personne ou d’un organisme mentionnés à l’article L. 123-32 par le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer. In practical terms, successful filing gives the company a formal existence and a traceable registration process. It does not remove the bank’s separate legal obligations.

The place of registration matters when a foreign founder uses a French company or a foreign company’s French establishment. Article R. 123-35 of the Commercial Code provides: Toute personne morale tenue à immatriculation dont le siège est situé dans un département demande cette immatriculation, par l’intermédiaire de l’organisme unique mentionné à l’article R. 123-1 , au greffe du tribunal dans le ressort duquel est situé son siège. The article also addresses situations in which the registered office is abroad and directs the filing to the registry connected with the first establishment or the relevant commune. A bank will therefore want to understand whether it is onboarding a French legal person, a branch, a liaison office or a foreign company without a French establishment. Those are not interchangeable profiles.

For an SAS, Article L. 227-1 of the Commercial Code states: Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport. The founder can therefore be foreign, and the company can be controlled by one person or by a foreign parent, subject to the company’s documents and the applicable filing checks. The nationality of the shareholder is not, by itself, a reason to treat the company as nonexistent. It does, however, make the ownership chain and the authority of the person signing for the company more important to the bank.

The bank’s review is separate because a bank must identify the customer and, where relevant, the beneficial owner before entering into the banking relationship. Article L. 561-5 of the French Monetary and Financial Code requires the regulated institution to identify the customer and, where applicable, the beneficial owner, and to verify those elements from reliable written evidence. Its verified wording begins: I. – Avant d’entrer en relation d’affaires avec leur client ou de l’assister dans la préparation ou la réalisation d’une transaction, les personnes mentionnées à l’article L. 561-2 : 1° Identifient leur client et, le cas échéant, le bénéficiaire effectif au sens de l’article L. 561-2-2 ; 2° Vérifient ces éléments d’identification sur présentation de tout document écrit à caractère probant. The reference is available on Légifrance.

This explains why a bank can ask for more than the Kbis. The Kbis may identify the registered president or manager, but it may not show the complete control chain of a foreign corporate shareholder. The bank may also need the foreign parent’s registry extract, its articles of association, the identity of its directors, a group chart, the identity of the natural persons who ultimately control it, and evidence that the person completing the file has authority to do so. A passport is not a substitute for proof of corporate authority; a corporate extract is not a substitute for identifying the individuals behind the chain.

A bank may also ask for the commercial reason for the account. It will normally want to understand the expected activity, the countries from which money will arrive, the countries to which payments will be made, the expected monthly volume, the source of the initial funds, the identity of major clients and suppliers, and whether the company will trade in a regulated, sanctioned or high-risk sector. A foreign founder who submits only a short business description and a newly issued Kbis creates an avoidable information gap. The solution is not to invent a French activity or to hide the foreign ownership. The solution is to provide a coherent, documented explanation of the actual business model.

It is also important to distinguish the three banking stages. A capital-deposit account is normally temporary and exists so that the depositary can issue the certificate needed for incorporation. An operating account is the account from which the company pays suppliers, receives revenue, pays employees and settles taxes. A post-opening closure is different again because the company may have to protect payments, preserve accounting evidence and contest the closure or open a replacement account. A refusal of the capital deposit does not automatically answer the question whether the operating account can be opened after the Kbis. Conversely, a bank that accepted the capital deposit is not automatically required to keep the company as an operating-account customer.

The existing general guide on opening a French business bank account as a foreign company deals with the ordinary preparation of a foreign-company banking file. The present issue is narrower: the company has completed registration, has a Kbis, and now needs a usable operating account after a bank has refused or stopped responding. That procedural moment determines the evidence and the remedy.

The first legal test is whether the company is a legal person domiciled in France and is deprived of a deposit account in France. A French company can therefore be eligible even when its founder lives in the United States, the United Kingdom, the United Arab Emirates, Switzerland or another country. Eligibility belongs to the company’s legal and banking situation; it is not a reward for having French nationality and it is not eliminated merely because the shareholder holds accounts abroad.

B. How can the company ask the Banque de France to designate a bank?

The right-to-an-account route is not a demand that the first bank accept the company. It is a statutory procedure under which the Banque de France designates a credit institution to provide a deposit account with basic banking services, provided the company qualifies and supplies the required documents. The application must be made in the name of the company, not casually in the name of the foreign founder.

Article L. 312-1 of the Monetary and Financial Code provides, in its first paragraph: I. – A droit à l’ouverture d’un compte de dépôt dans l’établissement de crédit de son choix, sous réserve d’être dépourvu d’un tel compte en France : 1° Toute personne physique ou morale domiciliée en France. The important points are the company’s French domicile and the absence of a deposit account in France. A French registered office and a Kbis help establish the first point; the company must still assess the second point carefully, especially if it has a temporary deposit account, a branch account or an account at another French institution.

The refusal should be documented before the Banque de France application. Ask the bank for an attestation de refus d’ouverture de compte, meaning a written certificate confirming refusal to open the account. The request should be made in the company’s name and should identify the exact account requested: a deposit account for the French legal person, not a personal account for the founder and not a capital-deposit product for a company that has already been registered. If the bank has asked for further documents, answer the request in writing and ask whether the file is incomplete or whether the bank has made a final refusal.

A traceable application is essential. Send the account-opening request through a channel that records delivery, keep the bank’s automatic acknowledgement, save the completed online form, and preserve the date on which the bank received the complete file. If the bank sends a refusal, keep the original PDF or letter and the envelope or electronic header. If the bank stays silent, preserve the evidence of the request and the absence of a response. Service Public’s official guidance on refusal to open a professional bank account explains that silence after the applicable period can be treated as a refusal and that the bank must explain the possibility of using the right-to-an-account procedure.

The dossier for the Banque de France should normally be assembled as a company file. It should include, at minimum:

  • the company’s completed right-to-account form, signed by the authorised legal representative;
  • the refusal certificate in the name of the company, or reliable evidence of the unanswered application;
  • a recent Kbis, normally less than three months old;
  • the identity document of the president, manager or other person legally representing the company;
  • the registered-office evidence and, where useful, the articles of association and the latest corporate information;
  • the ownership and beneficial-owner documents when the company is held through a foreign parent; and
  • the French translations, certifications, apostilles or legalisations required for the foreign documents in the particular case.

The Banque de France’s official information for companies confirms that the professional-account file for a legal person includes the identity document of the legal representative, the refusal certificate in the legal person’s name and a Kbis less than three months old. Its current guidance is available through the Banque de France FAQ on the professional right to an account. The document list should be checked at the time of filing because the authority may request additional documents depending on the company’s legal form and the representative’s situation.

Once the Banque de France has received the required documents, Article R. 312-7 of the Monetary and Financial Code requires the designated institution to notify the applicant, within three working days of receiving the designation decision, of the documents needed to open the account and the name and contact details of the relevant branch. The rule states: Pour l’application du quatrième alinéa du III de l’article L. 312-1 , l’établissement de crédit désigné par la Banque de France notifie au demandeur, dans les trois jours ouvrés à compter de la réception de la décision de désignation, sur support papier ou sur un autre support durable lorsque celui-ci en fait la demande expresse, une liste des pièces nécessaires à l’ouverture du compte ainsi que le nom et les coordonnées de l’agence concernée.

The designated bank is not simply a second commercial bank application. It must provide the statutory basic services once the required documents have been supplied, but it must still complete its anti-money-laundering identification. The Banque de France procedure is therefore most effective when the company has already prepared a clean ownership chart and a document pack. Filing a bare Kbis and a foreign passport often causes a second round of questions and delays.

The designation also does not promise credit, an overdraft, a card with a high spending limit, foreign-exchange facilities, merchant acquiring or an international payment product. The right concerns a deposit account and basic banking services. A company that needs a loan, a payment institution, a multi-currency platform or a particular fintech product must make a separate commercial application. A refusal of those additional products is not necessarily a refusal of the statutory account.

II. How should a foreign-owned company prepare the account-opening and compliance file?

A. Which documents prove identity, authority and beneficial ownership?

The strongest file is organised around four questions: who is the French customer, who can bind it, who ultimately controls it, and what activity will pass through the account. The bank should not have to reconstruct these answers from disconnected scans. A foreign founder should create a numbered index, use consistent spelling for every name, and explain any difference between a passport transliteration, a foreign corporate register and the French Kbis.

First, establish the French customer. Provide the Kbis, the articles of association, the registered-office evidence and the company’s registration details. If the company is an SAS, the president represents it toward third parties. Article L. 227-6 of the Commercial Code states: La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts. The article gives the president extensive powers toward third parties, subject to the corporate purpose and the statutory framework. The bank will still ask for the document proving the president’s appointment and may request a board or shareholder resolution when the file is submitted by another person.

Second, establish the authority of the person communicating with the bank. If the legal representative opens the account directly, provide the Kbis and identity evidence that connect that person to the company. If an employee, lawyer, accountant or other agent prepares the file, provide a written power of attorney identifying the company, the agent, the account-opening task, the date, the documents the agent may sign, and the limits of the authority. The agent’s authority should be consistent with the Kbis and with the company’s articles. A vague email saying “please deal with the bank” is weaker than a signed mandate that identifies the exact bank and the exact account-opening purpose.

Third, map the beneficial ownership. A beneficial owner is the natural person who ultimately owns or controls the company, directly or through one or more legal entities. For a foreign parent owning a French subsidiary, attach the parent’s current registry extract, its articles or equivalent constitutional document, the chain of ownership, and the identity documents of the individuals at the end of that chain. If no individual crosses the applicable ownership or control threshold, the company must still identify the person who exercises control under the relevant corporate rules and explain the conclusion. Never submit a group chart that stops at a foreign holding company when the bank has asked for the individuals behind it.

Article L. 561-5 requires written evidence that is reliable and probative. For a foreign corporate document, reliability is usually strengthened by three features: it is recent; it comes from an official register or a recognised issuing authority; and its translation, certification, apostille or legalisation is prepared in the form accepted by the recipient. The bank may have internal rules that are stricter than the minimum document list used for a company filing. Ask the bank to identify the precise deficiency rather than assuming that every requested formality applies to every document.

Fourth, explain the activity and the funds. Prepare a short memorandum in English or French, depending on the bank’s instruction, covering:

  • the company’s activity in France and the reason for the French registered office;
  • the expected source of initial capital and the identity of the remitter;
  • the expected origin and destination of payments, with the countries involved;
  • the expected monthly turnover, transaction size and currencies;
  • the principal clients, suppliers, distributors or group entities;
  • any regulated activity, licence, export control, sanctions or tax issue; and
  • the reason a French account is required after the Kbis, including payroll, suppliers, collections, taxes or a French contract.

This operational explanation is not a substitute for legal documents. It is the bridge between the corporate file and the bank’s risk assessment. Include contracts, invoices, a business plan, a website, a group presentation or proof of funding where they exist. If the company is newly incorporated and has no revenue, say so. A credible “no revenue yet” explanation is safer than unexplained account movements.

The file should also distinguish the founder’s personal situation from the company’s. The bank may ask for the foreign founder’s address, tax residence, passport, source of wealth and relationship with the company. Those questions do not transform the company account into a personal account. They reflect the bank’s duty to understand the individuals who own or control the legal person. If the founder is a non-resident, provide the non-French address consistently and explain the management model. Do not use a French address merely because the company has a French registered office.

The same discipline applies to a foreign company appointed as a corporate officer or shareholder. The company’s foreign registry extract should show that it exists, while a separate document should identify the natural person who acts as its permanent representative if the French filing requires one. Service Public’s official company-registration materials explain that a corporate director from outside the European Union may need a translated and certified copy of its constitutional documents and evidence concerning its permanent representative. This is one reason the bank’s account file may be longer than the founder expected even when the Kbis is already issued.

The filing route is electronic, but electronic transmission does not eliminate authority and identity checks. The INPI explains that a mandataire, meaning a person authorised to carry out a business formality for the entrepreneur or legal representative, must provide a signed power of attorney and identity evidence through the Guichet unique. The official INPI mandate FAQ is useful when a foreign founder delegates part of the administrative work. The bank may ask for a similar mandate even though the bank is not the INPI.

B. What should the company do when the bank asks for more documents or closes the file?

When a bank asks for additional documents, the company should first classify the request. Some requests correct a simple deficiency: an expired Kbis, an unsigned resolution, a missing page, an inconsistent address or a translation that does not cover the full document. Other requests address the risk profile: the source of funds, a complex ownership chain, activity in several jurisdictions, sanctions exposure, or the identity of a person exercising control. Send a numbered response that answers each item and states which document is attached. Ask the bank to confirm whether the file is complete.

The company should not respond by sending every document it has. Excess documents can create new inconsistencies, especially where dates, company names, directors or addresses differ across countries. Use a document matrix with these columns: requested item, document supplied, issuing country, original language, translation, certification or apostille, date issued, expiry or freshness requirement, and explanation of any difference. This matrix is particularly helpful when the foreign parent has changed its name, moved its registered office or reorganised its ownership.

If the document is in a foreign language, check whether the bank requires a French translation and whether it accepts a translation from the country of origin or requires a translator recognised in France. A translation does not cure an unreliable source document. An apostille authenticates the origin of a public document, the signature and the capacity of the signatory; it does not confirm that every statement in the document is true. Legalisation, apostille and any treaty-based exemption depend on the issuing country, the document and the authority receiving it. Before ordering a costly apostille, check the current official information from France Diplomatie on foreign documents intended for France and the recipient bank’s written requirements.

If the bank gives a final refusal, request the written attestation immediately and ask whether the refusal is based on an incomplete file, a commercial decision, a legal prohibition or an inability to complete customer identification. The bank may not disclose suspicious-transaction information, and a short refusal does not necessarily reveal the full internal assessment. The company should not pressure the bank to provide confidential information. It should obtain the document needed to establish the refusal and use the right-to-account route if the company qualifies.

The right-to-account procedure does not override anti-money-laundering rules. Article L. 561-6 of the Monetary and Financial Code requires continuing vigilance and a careful review of operations in light of the institution’s updated knowledge of the relationship. The verified text states: Pendant toute la durée de la relation d’affaires et dans les conditions fixées par décret en Conseil d’Etat, ces personnes exercent, dans la limite de leurs droits et obligations, une vigilance constante et pratiquent un examen attentif des opérations effectuées en veillant à ce qu’elles soient cohérentes avec la connaissance actualisée qu’elles ont de leur relation d’affaires. The rule is available on Légifrance. A company that changes its ownership, starts receiving large cross-border payments or changes its activity should expect the bank to refresh the file.

Article L. 561-8 explains the hard limit. When a regulated institution cannot satisfy the identification obligations, it cannot establish or continue the relationship. Its verified text provides: Lorsqu’une personne mentionnée à l’article L. 561-2 n’est pas en mesure de satisfaire aux obligations prévues à l’article L. 561-5 ou à l’article L. 561-5-1 , elle n’exécute aucune opération, quelles qu’en soient les modalités, n’établit ni ne poursuit aucune relation d’affaires. The provision is linked on Légifrance. The Banque de France designation does not give the company permission to omit the beneficial-owner chain or to use an unexplained nominee.

The rule also matters after the account is opened. If a company obtained the account by describing one activity but then receives funds for a different activity, or if it cannot explain its foreign transfers, the bank may ask for an updated file. Article R. 312-6 of the Monetary and Financial Code treats a person whose sole deposit account has been terminated by the institution as deprived of a deposit account from receipt of the termination decision. The text states: Les personnes disposant d’un unique compte de dépôt dont la convention est résiliée par l’établissement de crédit teneur du compte sont considérées comme étant dépourvues d’un compte de dépôt, au sens du I de l’article L. 312-1 , à compter de la date de réception de la décision de résiliation. See the official Légifrance version of Article R. 312-6. This can be decisive where a foreign-owned company’s only French account has been closed and it needs a replacement account.

The statutory account is limited but operationally useful. Article D. 312-5 of the Monetary and Financial Code lists basic services including the opening, operation and closure of the account, bank-identity statements, direct debits, monthly statements, the receipt of cheques and transfers, SEPA payments, remote balance access and certain payment-card services. Its text begins: Les prestations de base mentionnées au II de l’article L. 312-1 comprennent : 1° L’ouverture, la tenue et la clôture du compte. SEPA means the Single Euro Payments Area. These basic services do not require the designated bank to provide credit, overdraft facilities or every international payment feature requested by the company.

Once the account is available, connect it to the company’s tax and accounting workflow. The company can create or activate its professional space on impots.gouv.fr and register the account used for professional tax payments. The tax administration explains that the account information and, for self-assessed taxes such as value-added tax (VAT) and corporate income tax, the signed SEPA B2B mandate must be correctly recorded before the first payment. B2B means business-to-business. This is a separate payment mandate; it is not the same document as the bank’s refusal certificate or the Banque de France designation.

The company should therefore work through this sequence:

For the wider legal sequence from incorporation to day-to-day operation, see the firm’s French company-creation and corporate-law page. This article addresses the narrower problem that begins after registration: the operating account is refused even though the company has obtained its Kbis.

  1. Confirm that the refusal concerns the operating account after registration, not the temporary capital-deposit account.
  2. Check whether the company has another deposit account in France and whether a previous account has been terminated.
  3. Send a complete, traceable application in the company’s name, with authority and beneficial-owner evidence.
  4. Ask for a written refusal certificate and preserve proof of delivery and any silence.
  5. Correct missing documents if the bank identifies a curable deficiency.
  6. If the company remains without a French deposit account, file the right-to-account request with the Banque de France using a recent Kbis and a refusal in the legal person’s name.
  7. Answer the designated bank’s document request within the stated period and keep proof of every transmission.
  8. Activate the company’s professional tax space, accounting records and payment mandates once the account is usable.

If the company is denied because of a missing translation, apostille, corporate extract or proof of authority, the best response is a targeted correction package. If the denial concerns sanctions, source of funds or an inability to identify the beneficial owner, the company should obtain legal advice before submitting a new application. A new bank will repeat many of the same checks, and an inconsistent explanation can make the next application harder.

The online filing context also helps explain why a founder can manage the process from abroad. For formalities that require a signature, Article R. 123-5 of the Commercial Code permits, for transmission of company-creation files and certain registration applications, a simple electronic signature meeting the applicable European requirements. The verified text states: Toutefois, pour la transmission des dossiers de création d’entreprise, des déclarations prévues à l’article L. 526-7 ou des demandes d’autorisation, est autorisé, y compris pour les demandes d’immatriculation au registre du commerce et des sociétés, le recours à une signature électronique simple répondant aux exigences du même règlement. This rule concerns the filing process; it does not prevent a bank from asking the person who acts for the company to complete a separate identity check.

The final document pack should contain a cover page with the company’s legal name, Kbis date, registered office, bank contact, representative and document index. It should state clearly that the account is for the French company, identify the foreign shareholder chain, explain the expected flows and attach each requested proof in the order used by the bank. This makes the file easier to review and gives the company a defensible record if it later needs to show the Banque de France that a genuine, complete application was refused.

Conclusion

A French company owned by a foreign founder can normally seek a business bank account after receiving its Kbis, but registration and banking are two distinct legal processes. The Kbis proves the company’s existence and representation; it does not replace the bank’s checks on identity, authority, beneficial ownership, activity and source of funds. A refusal of the first bank is not the end of the process. If the company is domiciled in France and has no deposit account in France, it may be able to use the professional right-to-account procedure and ask the Banque de France to designate a credit institution.

The quality of the evidence controls the speed of the remedy. Request a refusal certificate in the company’s name, preserve proof of delivery, keep a current Kbis, prepare the foreign ownership chain, obtain translations or other formalities only where required, and answer the designated bank’s questions in a numbered, consistent package. The right to an account provides basic banking services, not credit or an exemption from anti-money-laundering rules. A foreign founder who treats the bank file as a legal and operational dossier, rather than as a simple upload of the Kbis, is better placed to open the account, pay suppliers and employees, and connect the company to its French tax obligations.

Need a quick opinion on your case

You can arrange a telephone consultation within 48 hours with a lawyer from the firm to review a refusal of a French business account, a Banque de France right-to-account file or a foreign ownership and compliance package.

You can arrange a telephone consultation within 48 hours with a lawyer from the firm to identify the missing documents, structure the response to the bank and prepare the next procedural step. Call +33 6 46 60 58 22 or use the firm’s contact page.

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

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Thank you to Maître KOHEN for his analyses of recent case law regarding fraudulent concealment in real estate sales. This reinforces my decision to pursue an action for rescission that I am considering after acquiring a house affected by serious defects intentionally concealed by the seller and not reported by the real estate agent; also defects (rising damp) characterized by progressive through-cracks and damp patches, not reported by the real estate agent… Worse, defects concealed by the latter or on his initiative under a coat of paint and polystyrene tiles glued to the ceiling of a bedroom. And said real estate agent was the drafter of the preliminary contract, which naturally contains no information regarding any of these defects. I would just add that, being 77 years old and suffering from cognitive impairment, I am certain the real estate agent thought I would not be able to uncover the deception and, above all, characterize fraudulent intent, let alone initiate legal proceedings given the complexity and length of the process... That is why I am opting for criminal proceedings, insofar as the intentional concealment of defects by the seller and then by the real estate agent

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