A foreign founder can have a complete set of company-formation documents and still see the French incorporation process stop when a bank asks where the capital comes from. The question is not limited to the amount wired to the capital-deposit account. The bank may need to understand the founder’s identity, the beneficial-owner chain, the economic purpose of the company, the path taken by the money and the reason the proposed transaction is consistent with the business plan. The French filing gateway may also return a request for clarification when the shareholder, director, registered office or supporting documents do not form a coherent whole. This is a source-of-funds problem, not automatically a residence-permit problem and not automatically proof of wrongdoing.

This distinction matters for a founder living in the United Kingdom, the United States, the Middle East, Asia or another European country who wants to create a French société par actions simplifiée (SAS, a flexible company with shares) or a société à responsabilité limitée (SARL, a limited-liability company). The file must answer two separate questions: can the company legally be formed, and can the regulated bank accept the capital-deposit or operating-account relationship? The following plan focuses on the practical point where those questions meet: proving the origin and route of the funds without confusing the bank review with the registration of the company.

I. Why a French bank or the INPI asks for source-of-funds evidence during company formation

A. What the request means for a foreign founder, a SARL and a capital deposit

A source-of-funds request asks about the particular money used for a transaction. In a company-formation file, that usually means the money intended to pay up part or all of the share capital, the money sent to a notary or bank for a deposit certificate, or the first transfer intended to finance the new company. It is different from source of wealth, which concerns the founder’s broader financial history and the way the founder accumulated assets. A bank can ask for both. A founder who supplies only a current account balance may show that money is available, but may not explain how it was obtained or why it is now being moved into a French company.

The request is also different from a request to prove that the founder has a visa or a right to work in France. A person may own shares in a French company while living abroad. A person who will personally work in France, manage day-to-day operations from France or receive remuneration may face a separate immigration, tax and social-security analysis. The corporate bank’s anti-money-laundering review does not decide that immigration question. Conversely, a valid residence status does not remove the bank’s duty to identify the customer and understand the transaction.

The legal starting point is the French anti-money-laundering and counter-terrorist-financing regime, commonly abbreviated as LCB-FT in French and AML in English. Under Article L. 561-5 of the French Monetary and Financial Code, the regulated persons named by the Code must identify the customer and, where relevant, the beneficial owner. The provision states: « Identifient leur client et, le cas échéant, le bénéficiaire effectif au sens de l’article L. 561-2-2 ; ». In practical terms, the bank will want to know who is opening the relationship, who ultimately controls the company and who benefits from the funds, even where a corporate shareholder sits between the founder and the French entity.

Article L. 561-5-1 of the same Code requires information about the purpose and nature of the business relationship and other relevant information. It provides: « Avant d’entrer en relation d’affaires, les personnes mentionnées à l’article L. 561-2 recueillent les informations relatives à l’objet et à la nature de cette relation et tout autre élément d’information pertinent. Elles actualisent ces informations pendant toute la durée de la relation d’affaires. » A newly incorporated consulting, trading, software or holding company therefore needs a credible explanation of what it will do, where it will operate, who its customers are expected to be and why the proposed capital is proportionate to that plan.

The amount alone does not determine whether the request is reasonable. A €10,000 transfer can raise questions if it arrives from an unrelated third-party account, passes through several jurisdictions and does not match the articles of association. A larger amount can be documented efficiently when it comes from a clearly identified sale of a business, a shareholder loan, a dividend distribution or a parent-company financing decision. The bank is looking at the coherence of the full story: person, entity, activity, amount, timing, route and destination.

The same analysis applies whether the founder chooses a SARL or an SAS. Under Article L. 223-1 of the French Commercial Code, a SARL is formed by one or more persons and the losses are limited to the amount of their contributions, subject to the usual exceptions. A SARL is not a special route around bank checks. Under Article L. 223-18, the SARL is managed by one or more natural persons, who may be chosen outside the shareholder group. That rule explains why the bank may separately request the identity and address of the manager, even where the shareholder is a foreign company. The corporate form determines governance and liability; it does not replace the customer-identification file.

A founder should therefore read a source-of-funds request as a request to make the file auditable. The objective is not to send every financial document ever produced. It is to identify the exact sum, connect it to a lawful economic event and show a traceable route from the original source to the French company. A focused answer usually has more value than a large unindexed upload that leaves the bank to reconstruct the transaction.

There is a second practical distinction. A bank may ask for source-of-funds documents before issuing a capital-deposit certificate. It may also ask again when the company begins operating, receives foreign revenue, pays a shareholder loan or seeks an account for an unusual transaction. Passing the capital-deposit review is not a permanent waiver of later checks. The founder should keep the evidence pack and the explanation of the financing structure in the company’s records so that later questions can be answered consistently.

B. How the bank, INPI, greffe, RCS, Kbis, RNE and beneficial-owner record fit together

The bank review and the corporate-registration review are connected but they are not the same procedure. The guichet unique, or single online filing gateway, operated by the National Institute of Industrial Property (INPI), receives the company’s formalities. The greffe is the court registry office that handles the relevant commercial-register formalities. The Registre national des entreprises (RNE, the national register of businesses) and the Registre du commerce et des sociétés (RCS, the commercial and companies register) record the company after the competent authorities process the filing. A Kbis is the official extract showing the company’s registration details in the RCS; it is evidence of registration, not a substitute for the bank’s prior compliance review.

Service-Public’s official company-formation guidance explains that a business is registered through the single formalities gateway and that the supporting documents depend on the company and its representatives. It is available at the official Service-Public formation page. For a foreign corporate director or shareholder, documents showing the foreign entity’s existence, its representatives and, where necessary, translations or certifications can be requested. That checklist is not identical to a source-of-funds pack, but inconsistencies between the two can trigger delay: a shareholder shown in the articles may not match the bank’s ownership chart; a director’s address may differ across identity, mandate and filing documents; or the declared activity may not explain the planned capital.

Article L. 123-33 of the French Commercial Code provides for an electronic single dossier submitted to the designated single body for the formalities. The legal filing channel does not mean that the founder can omit the documents needed to establish identity, address, authority or ownership. It means that those formalities are collected through a central route. The bank remains a separate regulated institution, with its own risk assessment and internal approval process.

The registered office is another point of intersection. Under Article L. 123-11 of the French Commercial Code, a legal person applying for registration in the RCS must justify possession of premises used as its registered office. The founder may use owned premises, a lease, a domiciliation contract or another legally acceptable arrangement. The bank may ask for the same address, but it may also ask what activity will actually take place there. A domiciliation address can satisfy a registration requirement without proving that a trading operation, warehouse or French staff already exists. The answer should distinguish registered office from operating premises instead of treating the two as interchangeable.

Beneficial-owner information is central when a foreign company holds the French shares. The beneficial owner, often called the UBO in English, is the natural person who ultimately controls the customer directly or indirectly, or for whom the transaction or activity is carried out. That definition appears in Article L. 561-2-2 of the Monetary and Financial Code. For a foreign parent, the bank will normally expect an ownership chart that continues through each intermediate entity until the relevant natural person or persons are identified. A certificate that only names the foreign parent may not answer the actual question.

The French entity also has continuing information duties. Article L. 561-45-1 of the Monetary and Financial Code governs beneficial-owner information for entities established in France and its communication to persons subject to the AML regime. This is why a founder should align the articles, the filing information, the beneficial-owner declaration and the bank’s ownership chart. The same names, dates of birth, percentages and control rights should appear in every document, with a written explanation for any legitimate difference, such as a nominee title that does not represent ultimate control.

INPI can also be misunderstood. INPI’s official guidance on company-existence documents is available at the INPI resource for business formalities. The gateway receives and processes filing data, but it does not act as the founder’s bank and it does not provide a banking guarantee. Nor should a founder assume that the gateway will issue a Kbis itself before registration. A request shown in the online file may concern a missing legal document, an identity issue, an authority to act, a translation, an address or a mismatch in a declaration. A bank’s private compliance message may use similar words while requiring a different response.

Read every request by identifying its sender and its consequence. If the bank asks for a bank statement and proof of the sale that generated the capital, respond to the bank’s secure channel. If INPI asks for a corrected power of attorney or a company document, make the correction in the formalities file. If the greffe asks for a missing item after submission, obtain the exact notice and answer through the prescribed route. Sending a bank statement to the wrong portal does not cure an INPI defect, and uploading a company statute to a bank does not answer a question about the money’s origin.

A founder can use the general company-formation hub for the broader sequence and then treat the source-of-funds pack as a separate workstream. The firm’s French company formation guidance for foreign founders is the appropriate pillar for that wider cluster. For account-opening questions that arise after incorporation, the related guide on opening a French business account as a foreign company addresses the next stage. The present issue is narrower: how to make the capital and its history understandable before a formation transaction is allowed to move.

II. How to build a defensible source-of-funds file and respond when the dossier is blocked

A. Which documents prove the origin, path and destination of the capital

The strongest file is built around a short chronology. Start with the source event, identify the account or person that received the proceeds, show the transfer route and finish with the intended French corporate use. The bank should be able to follow the amount without guessing. A useful cover sheet can state: the proposed company name; the form, whether SAS or SARL; the intended share capital; the amount paid now; the shareholder or lender; the originating account; the destination account; the expected business activity; and the documents that prove each step.

The first category is identity and authority. Include a current passport or other accepted identity document for each relevant natural person, proof of address where requested, and evidence that the person signing for a company has authority to do so. For a foreign corporate shareholder, obtain the current registry extract or equivalent certificate of existence, constitutional documents when needed, the ownership chain and a board or shareholder resolution approving the investment. If an agent or lawyer files for the founder, include the signed mandate and the agent’s identity document. INPI’s official FAQ explains the need for a signed power of attorney and identity evidence when a representative submits a formality; see INPI’s mandate and formalities FAQ.

The second category proves the source event. The correct documents depend on the story:

• For accumulated salary or professional income, use a selection of payslips, employer evidence, tax assessments and bank statements showing the accumulation. The file should identify the account holder and the relevant period.
• For dividends, use the resolution approving the distribution, the company accounts or dividend statement, the payment advice and the bank statement showing receipt. Explain any withholding tax or treaty documentation when the payment crossed a border.
• For the sale of a business, shares or securities, use the sale agreement, completion statement, settlement statement and account statement showing the proceeds. If an intermediary held the funds, include the settlement account trail.
• For the sale of property, use the signed sale instrument or closing statement, evidence of ownership or completion and the bank statement showing the net proceeds. Explain deductions that make the gross amount differ from the capital transfer.
• For an inheritance or gift, use the probate, inheritance declaration, gift instrument or equivalent official document and evidence that the funds reached the founder’s account. A bare family letter is rarely enough to explain a substantial transfer.
• For a loan, use a signed facility agreement, lender identity and ownership information, board approval where the lender is a company, repayment terms and proof of the drawdown. A shareholder loan should be distinguished from paid-up share capital in the articles and accounting records.
• For funding by a foreign parent, use the parent’s resolution, the group ownership chart, the intercompany funding agreement, the parent’s account statement and the payment instruction. The bank may ask why the parent is funding the French entity and whether the funds are equity, a loan or an advance.
• For digital-asset proceeds, use regulated-platform statements, transaction history, wallet records where relevant, tax evidence and the conversion trail into fiat currency. A screenshot without account ownership, transaction dates and a link to the conversion is unlikely to explain the full path.

The third category proves the route. This is often where an otherwise genuine file becomes unclear. Provide statements or payment confirmations showing the movement from the source account to the account used for the French deposit. Explain correspondent banks, currency conversions, intermediary accounts and transfers between the founder and a wholly owned holding company. If the funds came from an account in a different name, identify the legal relationship and state why the company is permitted to receive them. Do not ask the bank to infer that two similar names represent the same person.

The fourth category proves the destination. Include the draft articles of association, the capital table, the subscription form or equivalent contribution document, the business plan or concise activity note and the registered-office evidence. The bank may also need the intended signatory, the expected first transactions and the reason for the capital amount. A company whose articles state that it will provide software services but whose first transfer is described as a property investment should explain the group structure and intended use before the bank has to ask a second question.

Documents in a foreign language should be handled consistently. Ask the recipient whether it requires a sworn translation, certification, apostille or legalisation before ordering expensive formalities. Do not translate numbers, dates or names casually. Keep the original and the translation together. If an official extract is issued in a format that changes periodically, provide a current version and note its issue date. If a document is not available because the foreign jurisdiction uses another form of registry evidence, explain that difference and supply the closest official equivalent.

Use one terminology sheet. State whether a person is a shareholder, director, manager, lender, beneficial owner or authorised representative. A SARL manager is commonly called a gérant; a company president in an SAS is commonly called a président. Do not use “director” for every role if the distinction affects authority. Explain the relationship between the legal name and any trading name. Explain a transliteration difference in passports, bank records and corporate documents. These details sound administrative, but they remove the false appearance of unrelated parties.

The file should answer questions in layers. The first page gives the conclusion in plain English: “The €X capital is funded by [source event], received by [account holder], transferred through [route] and paid to [destination] for [corporate purpose].” The next pages prove the source event. A final index maps each sentence to a document. This structure lets a compliance officer verify the story without searching through a large archive. It also creates a reliable record if a second bank, a notary or an accountant later asks the same question.

Never alter a statement, crop away a relevant transaction, conceal a related account or create a document that appears official. Redaction can be appropriate for unrelated personal transactions when the bank accepts it, but retain an unredacted copy and explain the redaction. If a document contains a mistake, obtain a corrected document or explain the mistake in writing. A weak document with a clear explanation is safer than a polished document that creates a second inconsistency.

The bank’s statutory reason for asking can be seen in the enhanced-review rule. Article L. 561-10-2 of the Monetary and Financial Code provides that regulated persons examine a particularly complex, unusually large or economically unexplained transaction and, in that situation, ask about the origin and destination of the funds, the purpose of the transaction and the identity of the person who benefits. The relevant wording includes: « Dans ce cas, ces personnes se renseignent auprès du client sur l’origine des fonds et la destination de ces sommes ainsi que sur l’objet de l’opération et l’identité de la personne qui en bénéficie. » The request is therefore not answered by proving only that the founder owns enough money.

The bank may also apply enhanced vigilance where the customer, ownership chain, geography or transaction presents a higher risk. Article L. 561-10 of the Monetary and Financial Code is part of that framework. A foreign founder should not assume that a particular nationality makes a refusal inevitable. The practical question is whether the file explains the relevant risk factors, including a complex ownership structure, a high-value contribution, a connection with a sanctioned or high-risk jurisdiction, an unusual third-party payment or a business model involving rapid international flows.

B. What to do after a refusal, a request for more information or a frozen transaction

First, classify the event. A bank may say that it needs more information, that the account is under review, that it cannot issue a capital-deposit certificate, that it will not enter into a relationship or that it has refused a transaction. Those statements have different practical consequences. Request the message in writing through the bank’s secure channel and record the date, the file number, the account or proposed company concerned, the documents already supplied and the exact next step. A vague telephone conversation should not become the only evidence of why the incorporation stopped.

Ask a precise but proportionate clarification question. For example: does the bank need proof of the source event, proof of the transfer route, an updated beneficial-owner chart, a certified translation, a document showing the signatory’s authority or an explanation of the business purpose? Ask whether the bank requires the original, a certified copy, a sworn translation, a document dated within a particular period or a secure upload. This reduces the risk of sending irrelevant personal data and helps identify whether the obstacle is substantive or technical.

Respond with a single indexed pack rather than a sequence of disconnected emails. Begin with a cover letter and a chronology. Then attach the identity and authority documents, ownership chart, source event, account trail and destination documents in that order. Use a file name that states the document and date. If a requested document does not exist in the relevant country, say so and provide the official alternative. If one document is still being obtained, give a realistic date and explain what interim evidence is available. Do not state that a document is “not relevant” without explaining why the transaction does not involve it.

Keep the corporate and personal capacities separate. If the founder transfers personal savings to subscribe for shares, state that. If the foreign parent lends money to the French subsidiary, state that and use a loan agreement. If a spouse, investor or group company sends the funds, explain the legal basis before the bank sees an unexplained third-party payment. The distinction is particularly important before registration, because the French company may not yet have legal personality. Under Article 1842 of the French Civil Code, a company acquires legal personality from registration in the relevant register.

Pre-registration acts need their own care. Article 1843 of the French Civil Code addresses the liability of people who act for a company in formation and allows a registered company to take over commitments under the conditions provided by law. For commercial companies, Article L. 210-6 of the French Commercial Code contains the related rule on acts made for a company in formation and the consequences of a takeover. A founder should therefore avoid describing a personal payment, loan or supplier contract as though the French company already existed when it did not.

The importance of the signature and capacity was illustrated by the Commercial Chamber of the French Court of Cassation on 12 February 2025, case no. 23-22.414. The official decision is available at Cour de cassation, Commercial Chamber, 12 February 2025, no. 23-22.414. In the passage verified for this article, the court states: « la commune intention des parties était que cet acte ne fût pas conclu au nom ou pour le compte d’une quelconque société en formation dépourvue à cette date de la personnalité juridique ». The lesson is practical: the parties’ intention and the wording of the act matter. A bank or counterparty should not be shown an agreement that treats an unregistered company as the account holder unless the legal mechanism for the company in formation is properly documented.

A bank’s compliance obligation also has limits. A first-instance judgment of the Tribunal judiciaire d’Évry, 3rd Chamber, 31 March 2025, RG no. 23/05702, available through the official Cour de cassation decision page, described the bank’s vigilance in the AML context. The judgment states: « Ces dispositions instituent une obligation de vigilance à la charge du banquier qui s’inscrit dans le cadre de la réglementation de la lutte contre le blanchiment d’argent et le financement du terrorisme ». It is a first-instance decision, not a universal rule requiring every bank to approve every incorporation. It is useful because it shows why a bank can investigate suspicious or unexplained movements while remaining subject to duties concerning apparent anomalies and the handling of its banking relationship.

If the bank cannot meet the required identification or relationship-purpose checks, Article L. 561-8 of the Monetary and Financial Code provides that it must not execute the operation or establish or continue the relationship in the situations covered by the provision. A founder cannot solve that legal constraint by insisting on urgency, by opening the file under a different spelling or by routing the money through a friend’s account. The safer course is to correct the information gap, document the legitimate explanation and request a fresh decision on the completed file.

When the bank has issued a clear refusal, consider whether the next step is another regulated bank, a specialist business-account provider or a formal right-to-account route. Do not treat a second bank as a way to conceal the first review. Give the new institution an accurate explanation and the same core pack, adapted to its requested format. Keep evidence of the refusal, because a formal refusal document may be needed for the next procedure.

The right to an account is often overstated. Article L. 312-1 of the Monetary and Financial Code provides a mechanism for a legal person domiciled in France that has no account, following a refusal and the required steps, to have the Banque de France designate a credit institution. This can be relevant once the French legal person exists and the statutory conditions are met. It does not automatically force a bank to issue a capital-deposit certificate before registration, and it does not override the identification and vigilance rules in Articles L. 561-5, L. 561-5-1 and L. 561-8. The founder should obtain advice on timing rather than present the right-to-account provision as an immediate answer to every formation blockage.

There is also a difference between an account refusal and an INPI correction. If the bank refuses because it cannot verify the beneficial owner, the response is an ownership chart, registry evidence and identity documents. If INPI returns the filing because a foreign corporate document is missing or the mandate is defective, the response is a corrected formalities package. If the capital has been transferred from an account in the wrong name, the response may require both a bank explanation and a correction to the planned financing documents. Each authority needs the document that addresses its actual objection.

For a founder who is outside France, the practical sequence is usually as follows:

1. Freeze the facts, not the business plan: identify the exact amount, source event, account route, shareholder or lender and proposed corporate use.
2. Check the articles, subscription documents, ownership chart, mandate, identity papers and registered-office evidence against one another.
3. Ask the bank or the filing gateway for a written, specific list of missing or inconsistent items.
4. Prepare one indexed response with certified or sworn translations only where required, and preserve the originals.
5. Confirm the legal capacity in which each person signs and pays before any new transfer is made.
6. Obtain a written outcome, retain the refusal if there is one and decide whether to correct, change provider or use a right-to-account process.

The legal calendar should be planned around the delay. A founder may need the certificate for the registration file, and then a French account for invoices, payroll and tax payments. The company will later deal with French corporate tax administered by the tax authorities, value-added tax where relevant and social contributions. The official tax administration page on corporate tax for international businesses is available at impots.gouv.fr. The French social-contribution agency is URSSAF, the organisation that collects many social-security contributions; it is not the bank and its registration does not cure an incomplete AML file.

Record the response internally. The company should retain the source-of-funds chronology, the final ownership chart, the bank correspondence, the capital-deposit evidence and the explanation of any translation or name difference. The Bulletin officiel des annonces civiles et commerciales (BODACC, the official bulletin for civil and commercial announcements) may later publish corporate notices, but a BODACC notice does not replace the private evidence of the money’s origin. A SIREN is the nine-digit business identification number and a SIRET is the establishment identifier derived from it; receiving either number does not prove that a bank has accepted the financing story.

Finally, obtain a case-specific review when the ownership chain is multi-layered, when the funds come from a recent sale or crypto conversion, when a sanctioned or high-risk jurisdiction appears in the route, when a third-party payer is involved or when a refusal threatens a contractual deadline. The key question is not whether the founder can produce more paper. It is whether the documents, legal capacities and transaction narrative form one consistent and verifiable record.

Conclusion

A source-of-funds request can delay the formation of a French company without meaning that the business model is unlawful or that the founder must move to France. The bank is testing identity, beneficial ownership, the purpose of the relationship and the origin and route of the money. INPI and the commercial-register process are testing the legal formation file. Those reviews should be coordinated, but they should not be confused.

The most effective response is a short chronology supported by identity and authority documents, a complete UBO chart, proof of the source event, the bank-transfer trail, the proposed capital or loan documents and an explanation of the French company’s activity. Keep the SAS or SARL documents consistent with the financing. If the bank refuses, obtain the refusal in writing and assess a corrected submission, another provider or the right-to-account route at the right stage. A foreign founder who prepares this evidence before the transfer is made has a better chance of avoiding an avoidable registration and banking deadlock.