Every French incorporation file contains one document that foreign founders discover last and that registrars check first: the certificat de dépôt des fonds, the certificate of deposit of share capital. Without it, the greffe — the clerk’s office of the commercial court that acts as the local company registrar — will not register your company in the National Business Register, the RNE (Registre national des entreprises, the single register operated since 2023 by the National Institute of Industrial Property, the INPI). No registration means no Kbis (the official registration certificate that proves your company exists), no SIREN number (the nine-digit national business identifier), no publication in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette of company creations), and no operating bank account. A wrong name on the certificate, a shortfall of a few euros after a currency conversion, or a deposit made with the wrong institution can cost you weeks. This guide is devoted entirely to that one document: where a founder living abroad can deposit the capital, how much must be paid in on day one depending on the vehicle, and what happens to the blocked funds afterwards — release, failure and edge cases. For the next step of the journey, the operating current account and the statutory remedy when banks refuse non-resident directors, read our companion guide Opening a French Business Bank Account as a Foreign Company: Documents, Capital Deposit and the Right to an Account, which covers the compliance file and the droit au compte procedure in detail. All statute citations below link to official texts on Légifrance, the French public legal database.
I. Getting the certificate of deposit as a non-resident founder
French company law requires the capital stated in the articles of association (statuts) to match what shareholders actually pay in: Article L.210-2 of the Commercial Code (Code de commerce) provides that the capital must be stated in the articles, and the depositary’s certificate is the documentary proof that the declared subscriptions were really paid. This section explains who can issue that certificate to a founder living abroad, and how much money must actually change hands before the company exists.
A. The three authorised depositaries compared: bank, Caisse des dépôts and notary
The law gives founders a choice, and the choice matters more for non-residents than for locals. Article R.22-10-6 of the Commercial Code states that the funds may be deposited with a bank, the Caisse des dépôts et consignations (the state-owned public financial institution, usually shortened to CDC), or a notary (notaire, a public officer with a monopoly on authenticated deeds). Each route has a distinct profile in terms of speed, cost and tolerance for foreign paperwork, so compare them before wiring a euro.
The traditional French bank (banque de réseau) is the natural choice when you want the future operating account in the same institution and appreciate a single point of contact. In practice, however, it is the slowest route for a non-resident, because the capital-deposit desk applies substantially the same identity and anti-money-laundering screening as the account-opening desk: passport, proof of home address abroad, draft articles, list of subscribers (liste des souscripteurs) and evidence of the origin of the funds. Expect the file review alone to take one to three weeks before you even receive the dedicated blocked-account details (RIB, relevé d’identité bancaire) to wire to. Never wire the capital to a generic branch account or to the personal account of a future director: funds that land outside the blocked capital sub-account must be reallocated internally, a process that routinely consumes weeks and generates a second paper trail that the greffe may question. If you choose the bank route, insist on receiving the specific blocked-account RIB in writing, with the future company name in formation stated on it, and wire only to those references.
The CDC is the option most foreign founders have never heard of and the one practitioners most often recommend for straightforward cash-only incorporations. It runs a dedicated online capital-deposit procedure (dépôt de capital social en ligne) that a non-resident can complete without becoming the client of any commercial bank: you upload the identification documents, the draft articles and the subscriber list through the portal, the CDC reviews the file, sends you dedicated payment references, and issues the certificate once the euros land. Turnaround is typically a few business days from a complete file, the fees are published and modest, and the CDC certificate is accepted by every greffe in France — no registrar can refuse it on the ground of the issuing institution. The trade-off is scope: the CDC holds your deposit and issues the certificate, nothing more. It will not become your operating bank, will not grant overdrafts and will not advise on structuring. For a founder who simply needs a bulletproof certificate fast, that narrow scope is a feature, not a bug.
The notary sits between the two. A notaire can receive the funds, issue the certificate and, in the same mandate, authenticate the articles or advise on related steps such as a contribution in kind or a shareholders’ agreement involving French real estate. This is the pragmatic route when the incorporation is not cash-only, when several foreign shareholders want one trusted professional holding the money, or when the project also involves a regulated step (for example a lease with a security deposit structured as a guarantee). Notary fees (émoluments plus disbursements) exceed the CDC’s flat charges, and timelines depend on the individual office, so ask upfront for a written fee estimate and a realistic issuance date. Whatever the depositary, assemble the same five-block file: valid passport-quality identification for every subscriber (add a certified translation, traduction assermentée, if a document is not in Latin script and the depositary requires it — ask before paying); proof of home address abroad less than three months old; the draft articles showing the capital, the per-shareholder breakdown and the person acting for the company in formation; the subscriber list with amounts; and proof of the origin of the wired funds, typically the foreign bank statement showing the debit plus a short written explanation of the source (salary savings, sale of securities, intra-group transfer). Compliance teams approve files they can read in one sitting; a numbered PDF bundle with labelled exhibits clears in days, while a drip-feed of screenshots stalls for weeks.
B. How much capital must actually be paid in on day one: SAS, SARL, SA and contributions in kind
The second question every foreign founder asks — how much money do I really have to wire now? — depends entirely on the vehicle, and choosing the vehicle partly on this criterion is legitimate. Most foreign founders select the SAS (société par actions simplifiée, the simplified joint-stock company), and capital flexibility is a major reason: Article L.227-1 of the Commercial Code leaves the SAS free to set its capital and payment terms in its articles, with no statutory minimum and no fixed fraction to be paid up immediately. One euro of SAS capital is legally valid. It is rarely wise, though: a token capital signals fragility to banks, suppliers and landlords, complicates the first lease negotiation, and leaves the director exposed to criticism if the company trades while manifestly undercapitalised. A common foreign-founder pattern is a SAS with a few thousand euros of capital fully paid up on day one — enough to look serious, small enough to wire without foreign-exchange approvals — with the balance of the real funding injected later as a shareholder loan (compte courant d’associé) or a capital increase once the operating account works.
The SARL (société à responsabilité limitée, the limited liability company) plays by stricter statutory rules that directly shape the certificate. Article L.223-7 of the Commercial Code requires at least one-fifth of the cash contributions to be paid up on incorporation, with the unpaid balance callable by the management within five years. The certificate will therefore show the fraction actually deposited, and the articles must record both the subscribed capital and the paid-up portion consistently — any arithmetic gap between the three documents (articles, subscriber list, certificate) is a classic ground for rejection at the greffe. Founders who want simplicity often pay up the full SARL capital immediately even though only a fifth is mandatory, precisely to keep one clean figure across every document. The SA (société anonyme, the public-company form used for larger or regulated ventures) still carries a statutory minimum capital, as Article L.224-2 of the Commercial Code sets its floor, and half of its cash contributions must be paid up on incorporation — a form best reserved for projects that genuinely need it, given the heavier governance (board, auditors) that comes with it.
Cash is only half the story when founders contribute equipment, software, patents or a business (fonds de commerce) alongside money. These contributions in kind (apports en nature) are not wired to the depositary at all — they are described and valued in the articles — but they interact with the certificate because the greffe reads the whole capital picture at once. In a SARL, Article L.223-9 of the Commercial Code requires a court-appointed valuation auditor (commissaire aux apports) above certain thresholds, a step that adds weeks and a professional fee to the incorporation. Many cross-border projects therefore incorporate with cash only — certificate in days — and contribute the IP or equipment afterwards by capital increase, when the company already has its Kbis and the timetable pressure is gone. Whatever the mix, apply the golden rule of the certificate: the company name must match the draft articles letter for letter, and the euro amount credited must match the subscribed cash figure to the cent. Depositaries issue what they received, not what you intended to send, so confirm the exact credited amount before they print the certificate, and finalise the articles only afterwards. Founders who fix the articles first and wire dollars, pounds or dirhams second are the ones who pay for two certificates.
II. Blocked funds: release after registration, failure of the project and edge cases
From the moment the depositary receives the money, the funds are frozen — indisponibles — and nobody, not even the founder who wired them, can touch them until the company is registered or the project is formally abandoned. Article R.22-10-6 of the Commercial Code provides that the funds are held by the depositary and that withdrawal follows presentation of the extract of registration. This section explains the release sequence, the cash-flow planning it imposes, and what happens when the incorporation never completes.
A. Release of the funds after the Kbis: RNE registration, SIREN and cash-flow planning
The release sequence runs through the company register step by step. Your incorporation file — articles, deposit certificate, proof of the registered office (siège social), identification of the director (dirigeant), and the publication notice in a legal announcements journal (journal d’annonces légales) — is filed with the greffe, which registers the company in the RNE. The INPI system then generates the SIREN number, the Kbis becomes available, and the creation is published in the BODACC. You transmit the Kbis to the depositary, which releases the funds — and note the direction of payment carefully, because the same Article R.22-10-6 frames the withdrawal as a payment to the newly formed company on proof of registration, never a refund to the individual subscribers. The released capital lands in the company’s operating account, which is why the operating-account file should be opened in parallel with the registration formalities rather than after the Kbis arrives: banks can run most of their checks on draft documents and need the Kbis only for the final signature.
Plan the company’s early cash flow around this lock-up, because the most common foreign-founder mistake is assuming the wired money stays available. It does not. The lease deposit for the office, the first supplier invoices, the accountant’s (expert-comptable) engagement letter and the domiciliation fees cannot be paid from the blocked capital until the release lands — typically two to six weeks after the wire, depending on the depositary and the greffe. Keep a separate personal buffer for pre-incorporation expenses, and warn your landlord and suppliers that the first company payments will come a few weeks after signature. One narrow statutory exception exists for formation costs: sums may be withdrawn early to pay them, but only under conditions set by decree and against supporting documents, and depositaries interpret this restrictively in practice. Assume the money is locked and budget accordingly — founders who assume otherwise end up advancing personal funds with no clean reimbursement trail.
Three verification reflexes prevent the most frequent greffe rejections. First, the name-match check: the company name on the certificate, in the articles and on the legal-announcement notice must be identical, including the corporate suffix (SAS, SARL), punctuation and spacing. A mismatch is the single most frequent ground for return of the file, and a reissued certificate takes longer than a careful re-read. Second, the amount-match check: the euro amount on the certificate must equal the paid-up cash figure in the articles and the subscriber list, to the cent — wire a small cushion (a few hundred euros above the subscribed amount is customary and harmless, since the excess is released with the rest) and reconcile before the certificate is printed. Third, the registered-office proof: a commercial lease, a domiciliation contract with an authorised provider, or equivalent — a bare letter from an acquaintance is routinely rejected, and without an accepted office address there is no registration, no Kbis, and therefore no release. Run these three checks before filing, not after the greffe returns the file.
B. When the project fails, when the bank says no, and when the currency moves against you
Cross-border projects fail more often than domestic ones — a co-founder withdraws, a visa is refused, the financing round collapses — and founders need to know the money is recoverable. It is, through a defined judicial route. Article R.22-10-6 of the Commercial Code provides a restitution mechanism: if the company is not formed within six months of the deposit, any subscriber may petition the president of the commercial court for an order authorising the return of the funds. In practice the depositary will release the money only against either the unanimous written agreement of all subscribers or the court order, so document any abandonment in writing with your co-founders — a short signed memorandum recording that the project is dropped and that everyone consents to restitution — rather than relying on oral understandings that a bank’s legal department will not accept. Start the clock on the day of the deposit, diary the six-month date, and do not let a dead project drift: funds sitting indefinitely in a blocked account generate statements, questions and eventually dormant-account complications that a prompt written record avoids.
The currency question deserves its own paragraph because it exclusively affects founders wiring from abroad. The certificate states the euro amount actually received and credited; if you send dollars, pounds, dirhams or francs, the conversion occurs at the rate applied on the value date by the sending or correspondent bank, net of fees you never see itemised. A €10,000 subscription can easily credit as €9,940, and that €60 gap means a non-matching certificate, a second top-up wire with its own fees and delay, and an amended certificate. Three habits eliminate the problem: agree the subscription in euros and wire a cushion of a few hundred euros above it; confirm the exact credited euro amount with the depositary before it prints the certificate; and finalise the articles with the reconciled figures last, not first. The order of operations — file accepted, wire sent, amount confirmed, certificate printed, articles finalised — is the entire secret of a one-shot incorporation.
Finally, keep the two banking steps strictly separate in your mind and in your files, because confusing them is the root cause of most delays. The certificate described in this guide gets your company born; it does not give it a working account. French law separately requires every merchant to operate through a bank account — Article L.123-24 of the Commercial Code requires every person or entity with merchant status to have an account opened in their name — and non-resident directors face the deepest anti-money-laundering screening at that second stage. If the operating-account bank refuses you, you are not without remedy: Article L.312-1 of the Monetary and Financial Code creates the droit au compte, the statutory right to an account enforced through the Banque de France. The full method — the compliance file that gets approved, the written refusal attestations to collect, and the designation procedure — is set out step by step in our companion guide Opening a French Business Bank Account as a Foreign Company: Documents, Capital Deposit and the Right to an Account. Read the present guide for the certificate, that guide for the account: together they cover the complete banking sequence of a foreign-owned French company from the first wire to the first invoice.
Conclusion
The certificat de dépôt des fonds looks like a minor receipt and behaves like the keystone of the whole incorporation: no certificate, no RNE registration, no Kbis, no SIREN, no BODACC publication and no operating account. Foreign founders who master it follow a simple discipline — choose the depositary that fits the project (a bank for a unified relationship, the CDC for speed on cash-only files, a notary when contributions in kind or related deeds are involved), wire a euro-denominated cushion to dedicated blocked-account references only, reconcile the credited amount to the cent before the certificate is printed, and finalise the articles last. They pick the vehicle with open eyes about pay-up rules — SAS freedom under Article L.227-1, the SARL fifth under Article L.223-7, the SA floor — keep the name and figures identical across every document, budget for the lock-up period with a personal buffer, and diary the six-month restitution route if the project stalls. Behind every acronym in this guide — Kbis, greffe, RNE, INPI, SIREN, BODACC, RIB, LC-FT — stands an institution or document you will meet again at every stage of your French company’s life, from hiring your first employee to registering for VAT. Get the certificate right once, and the rest of the sequence becomes routine. Then turn to the second act, the operating account, with our companion guide and the statutory safety net of the droit au compte behind you.
Need a quick opinion on your case
If you are setting up a company in France from abroad and need the capital deposit done right the first time — choice of depositary, file review before wiring, reconciliation before filing — get a 48-hour phone consultation with a lawyer who handles foreign founders every week. Call +33 6 46 60 58 22 or reach us via our contact page — we review deposit files, certificates and refusal letters, in English, and tell you exactly what to send next.