You have just incorporated, or you are about to incorporate, a company in France while living abroad, and your French bank has said no. No company account, no certificate showing that your cash contribution is blocked, no filing with the trade registry, no Kbis. The Kbis is the official extract issued by the greffe, the clerk of the commercial court, which proves that your French company exists and who can sign for it. Without it, you cannot invoice, you cannot hire, and your suppliers will not take you seriously. This article explains, step by step, how a foreign founder forces the opening of a company account, what to show the bank so that anti-money-laundering checks do not block you twice, how to deposit your share capital correctly for a SARL or a SAS, and how to recover blocked funds if the registration fails. The SARL is the French limited liability company with shares called parts sociales, and the SAS is the simplified joint-stock company, the vehicle most foreign founders choose for its flexible governance. Every decisive statement below is anchored in the statute or court decision quoted beside it, with an official link you can open and check.

I. Your French bank refused your company account: how a foreign-owned company forces opening and proves the refusal from abroad

A. How to obtain the written refusal letter and ask the Banque de France to appoint a bank for your company

French law gives your company itself a right to an account, provided the company is domiciled in France and holds no other deposit account in France. The key text states: 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. A company owned 100 percent by a foreign shareholder, but whose registered office, the siege social, sits in France under a domiciliation contract or a lease, is a personne morale domiciliee en France for this purpose. The bank cannot answer that the right belongs only to individuals, because the statute says personne physique ou morale, natural or legal person. The official business portal service-public.fr confirms the same procedure for professional accounts in its page on refusal to open a business bank account, and the Banque de France publishes its own droit au compte pages describing the designation circuit. Your competitors on this topic repeat the service-public checklist; what they rarely explain is how a founder living outside France completes the circuit without flying to Paris for every signature, and that gap is where files get stuck for weeks.

The procedure starts with a refusal, and the refusal must be written. When the bank you chose refuses to open the account, it must give you, free of charge and without delay, a written attestation de refus, a refusal certificate, and it must tell you that you can ask the Banque de France, the French central bank, to appoint a bank for you. In practice, founders abroad lose days here because they accept an oral no from an account manager or an email saying the file is incomplete. An incomplete file is not a refusal. Ask expressly, in writing, for the attestation de refus d’ouverture de compte. Send the request by email and keep the timestamped copy. If you applied in a branch, ask the branch to stamp the request. If you applied online, export the refusal message as a PDF and request the formal attestation in reply. Without that paper, the Banque de France cannot be seized, and every week you spend arguing with the first bank is a week without a Kbis.

Once you hold the refusal letter, you seize the Banque de France, which appoints a credit institution near your domicile or another place of your choice, taking market shares into account, within one working day of receiving the required documents defined by order. The company, being domiciled at its French registered office, indicates that address. A founder resident in London, New York, Singapore or Dubai can file the request from abroad: the Banque de France accepts files transmitted for your account, and a natural person applicant can mandate the refusing bank itself to forward the designation request with the opening information. For a company applicant, practice shows the cleanest route is to have the French-based founder, the domiciliation agent, or your French counsel transmit the complete file, with a signed mandate from the legal representative named in the draft statutes. The file contains the refusal letter, the draft statutes or incorporation project identifying the company in formation, the identity documents of the representative and of the ultimate beneficial owners, proof of the French registered office, and the forms the Banque de France lists. Keep a copy of everything, because the appointed bank will ask for the same bundle again under its own compliance review.

The bank appointed by the Banque de France must open the account within three working days of receiving all the documents it needs, and it provides the basic banking services defined by decree under a written account agreement. Basic services mean receiving transfers, issuing means of payment, and operating the account, not a full credit facility or an overdraft. For a company in formation, that is exactly what you need: an account that receives the capital, issues the blocking certificate, and later becomes the operating account. The designated bank cannot reopen the debate on whether you deserve an account; it can only verify identity and compliance documents, which is the subject of the next section. If the appointed bank stalls beyond the three working days, write again with the date of receipt of the complete file and copy the Banque de France desk that issued the designation. Dates matter because the whole formation calendar hangs on them: the capital certificate, the filing with the guichet unique, the single online portal run by the INPI, the French intellectual property and business formalities institute, and the registration with the RCS, the Registre du commerce et des societes, the Trade and Companies Register, all follow in sequence.

The protection does not stop at opening. Courts have held banks to strict notice duties before closing such accounts, which gives foreign owners real leverage against a second refusal disguised as an early closure. In a Paris appeal decision of 30 June 2022, RG 19/18242, the court recalled: Aux termes de l’article L. 312-1 IV du code monétaire et financier, l’établissement de crédit ne peut résilier unilatéralement la convention de compte de dépôt assorti des services bancaires de base, ouvert en application du III, que si l’une au moins des conditions suivantes est remplie, before listing the only six permitted grounds, including deliberate illegal use, false information, loss of domicile conditions, a second account, repeated incivility, or an anti-money-laundering termination case. The court then applied a minimum two-month notice period for ordinary closures. The lesson for a foreign shareholder is direct: once the designated account is open, the bank cannot quietly close it because your file is foreign or because the relationship looks like extra work. Any termination must be reasoned in writing, notified free of charge, reported to the Banque de France for information, and covered by at least two months of notice outside the two serious cases. If you receive a closure letter without reasons or without notice, you answer within days, you cite the decision, and you keep the account alive while the company gets its Kbis and its operating history.

B. When the bank says no for compliance reasons: the identity, beneficial-owner and source-of-funds file that unblocks foreign shareholders

Most refusals served on foreign-owned companies are not commercial refusals. They are compliance refusals, written in polite language about risk policy, incomplete beneficial-owner information, or unverifiable source of funds. French banks must, before entering a business relationship, identify the client and where relevant the beneficial owner, and verify those identities on presentation of probative written documents. The statute provides: the identification duties of article L. 561-5 of the Code monetaire et financier, and the official English business portal explains that the bank checks the identity of the managers and of the persons who ultimately control the company. Concretely, for a company in formation with a foreign parent or foreign individual shareholders, the bank wants three layers: who represents the company, who owns it indirectly above 25 percent of capital or voting rights, and where the money comes from. The UBO layer is recorded in France in the RBE, the Registre des beneficiaires effectifs, the beneficial-owner register attached to the RCS. Founders who arrive with only a passport and draft statutes fail the second and third layers, and the bank issues a refusal that looks final but is really a documentation gap.

When the bank cannot satisfy those identification duties, the law orders it to refuse, whatever the droit au compte says. The blocking text provides that elle n’exécute aucune opération, quelles qu’en soient les modalités, n’établit ni ne poursuit aucune relation d’affaires et peut transmettre la déclaration prévue à l’article L. 561-15 dans les conditions prévues à cet article. Read carefully: if the bank cannot identify you or your beneficial owners, it must not open the account and it may file a suspicious-activity report with TRACFIN, the French anti-money-laundering unit. The same paragraph adds that the rule also applies where a bank was designated by the Banque de France but could not satisfy one of the identification duties. Designation therefore does not cure a weak file. A founder who rushes to the Banque de France with the same incomplete bundle collects a second refusal, this time on compliance grounds, and the calendar slips by another month. The correct order is to rebuild the file first, then trigger the designation with a file the appointed bank can accept.

The rebuilt file has five components, and each one answers a question the compliance officer must close in writing. First, the representative: valid passport, and for a non-European founder the residence document or visa where available, plus a recent proof of personal address abroad with a certified translation if it is not in French or English. A French residence permit is not required to open a company account for a French-domiciled company; the company is domiciled at its siege social, not at your home. If the bank insists on a French personal address, it confuses your domicile with the company’s, and you answer by pointing to the draft lease or domiciliation contract showing a French registered office. Second, the company project: complete draft statutes naming the president of the SAS or the gerant of the SARL, the registered office, the capital amount and the breakdown of cash versus in-kind contributions, plus the list of subscribers with the sums paid by each. Third, the ownership chain: for every intermediate holding company up to the ultimate individuals, the foreign company registers, the shareholding chart, and the identity documents of each individual holding directly or indirectly more than 25 percent. Fourth, the foreign documents: extracts from the foreign company register with an apostille where the issuing state is party to the Hague Convention, or legalisation otherwise, plus a certified translation by a traducteur assermente, a sworn translator listed with a French court of appeal. Our founding guide for foreign owners, which walks through bank account, Kbis, VAT and first hire in one sequence, shows how the greffe, the court clerk, rejects foreign documents without apostille or translation; banks apply the same reflex, so anticipate it. Fifth, the source of funds: three months of bank statements of the originating account in the shareholder’s name, the board resolution or shareholder decision authorising the investment, and where the capital comes from a group cash pool or a loan, the underlying agreement. Transfers must leave from an account in the subscriber’s name and land with the exact reference of the company in formation, because a payment from an unrelated third party triggers a fresh identification cycle.

Three recurring traps deserve special attention because they hit foreign founders almost every week. The first is the name mismatch: the transfer arrives under your personal name while the subscription list shows your foreign holding company, or the other way round, and the bank freezes the file for inconsistency. Align the subscriber name, the ordering account name, and the transfer reference before wiring a single euro. The second is the expired or missing proof of registered office: domiciliation contracts in France last twelve months and must be renewed, and some banks require a contract running at least three months beyond the filing date. The third is the silent UBO: a trust, a foundation, or a nominee arrangement behind the foreign parent that nobody disclosed. French law looks through these structures to the natural persons who effectively control the company, and discovering them late destroys the bank’s confidence. Disclose the full chain on day one, with documents, even if the structure feels heavy. A heavy but documented file opens accounts; a light but opaque file collects refusals.

If, despite a complete file, the bank maintains a generic refusal without identifying the missing item, you escalate in writing. Ask the bank to list, document by document, which identification duty remains unsatisfied and under which paragraph of its procedures. General risk appetite is not a permitted answer once the file is complete, because the designation mechanism exists precisely to override commercial selectivity. File the Banque de France request with the complete bundle plus the bank’s generic answer, and keep the proof of filing. In parallel, open a second track with a different institution, ideally one accustomed to foreign shareholders: online business banks, the Caisse des depots et consignations, the public long-term investor that also acts as a depositary for formation funds, or a notary, a notaire, who can receive capital deposits for a SARL. The notary route is often overlooked by foreign founders, yet the statute names the notaire alongside banks and the Caisse des depots as a lawful depositary, and notaries are used to authenticating foreign powers of attorney with apostille. Running two tracks at once is not forum shopping; it is prudent calendar management when every month without a Kbis costs rent on a French office you cannot yet use.

II. Your capital is paid but the company is not registered: how to unlock the Kbis, withdraw or recover the blocked funds

A. How to deposit capital correctly for a SARL or SAS and obtain the blocking certificate the greffe accepts

Once a bank or depositary accepts your file, the capital must be deposited according to strict company-law rules, because the greffe checks the certificate line by line and rejects filings where the figures do not match the statutes. For a SARL, the rule is that Les parts sociales doivent être souscrites en totalité par les associés, that shares representing in-kind contributions must be fully paid up immediately, and that shares representing cash contributions must be paid up by at least one fifth of their amount, with the balance callable by the manager within five years of registration. The balance must be fully paid before any new cash subscription, failing which the operation is void. The deposit itself follows a short fuse: 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 et par les personnes qui les ont reçus à la Caisse des dépôts et consignations, chez un notaire ou dans un établissement de crédit. In plain terms, whoever collects the cash has eight days to place it with the Caisse des depots, a notary, or a bank, and the statutes must record the paid-up portion and the deposit. For a SAS, the architecture is the SAS chapter plus the public-company rules it borrows: a SAS is formed by one or more persons whose liability is limited to their contributions, and the rules for public limited companies apply where compatible with the SAS chapter, while Les fonds provenant des souscriptions en numéraire et la liste des souscripteurs avec l’indication des sommes versées par chacun d’eux font l’objet d’un dépôt dans les conditions déterminées par décret en Conseil d’Etat. No one except the authorised depositaries may hold the collected sums for more than eight days. These are not guidelines; they are validity conditions the greffe enforces.

The blocking certificate, the certificat de depot des fonds, is the document the bank or notary issues once the money sits in the blocked account. It must show the exact corporate name in formation, the future registered office, the total subscribed capital, the amount actually paid up per subscriber matching the subscription list, and the reference of the blocked account. The greffe compares the certificate with the statutes and with the subscription list before transmitting the file to the RCS. The most frequent foreign-founder errors are a corporate name with a suffix mismatch, SASU versus SAS, a capital figure in the statutes expressed in a foreign currency, or a paid-up amount that does not equal the sum of the listed payments. Capital must be denominated in euros. A transfer of the equivalent in dollars or pounds that lands net of fees one euro short produces a certificate that contradicts the statutes, and the filing bounces. Wire the exact euro amount, add a separate margin for fees, and ask the bank to confirm in writing that the credited amount equals the subscribed paid-up amount before it prints the certificate. Our earlier analysis of greffe rejections over foreign documents, apostille and certified translation details the same strict matching on names and documents; apply the same discipline to money.

Registration itself runs through the single portal: the file is filed electronically, the greffe verifies it, the company is entered in the RCS, and the Kbis is issued. The RCS is the register defined by the provisions on registration of companies and groupings with their seat in a French department, and the Kbis extract drawn from it is the only proof counterparties accept. Publication follows in the BODACC, the Bulletin officiel des annonces civiles et commerciales, the official gazette of civil and commercial notices, which third parties consult. Where the file is filed for a company whose sole shareholder is a foreign company, add the foreign parent’s up-to-date register extract with apostille and sworn translation, the French registered-office title, the manager’s identity and clean criminal-record or sworn declaration of non-conviction, and the RBE beneficial-owner declaration. Missing RBE filings are now a standard ground for delay: the beneficial owners of a French company must be declared at formation, and a foreign chain without a declared natural person at the end stops the file. Prepare the RBE form while the capital sits blocked, so the day the certificate arrives, the filing leaves complete.

B. How to sign nothing that binds no one, withdraw funds on the Kbis or get them back after six months

While the company is not yet registered, it has no legal personality, and anyone who acts in its name carries personal exposure. The statute is blunt: Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés, and the persons who acted in the name of a company in formation before it acquired personality are jointly and indefinitely liable for the acts performed, unless the company, once duly formed and registered, takes over the commitments, which are then deemed subscribed from the start by the company. The Civil Code says the same for all companies: Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis, avec solidarité si la société est commerciale, sans solidarité dans les autres cas. The Cour de cassation applies this without mercy. In its commercial chamber decision of 10 February 2021, appeal 19-10.006, it approved judges who had held that les contrats conclus par une société non immatriculée, donc dépourvue de personnalité juridique, sont nuls, contracts concluded by an unregistered company, deprived of legal personality, being void. For a foreign founder, the practical meaning is sharp: do not sign the office lease, the distribution contract, or the employment offer in the name of the French company before the Kbis exists, unless you are ready to pay personally. Either sign in your own name with a substitution clause, or have the subscribers give a precise written mandate, listed with the pre-formation acts, so that registration takes over the commitments automatically. The Code provides that the statement of acts performed for the company in formation, with the resulting commitment for each, is presented to the shareholders before signature and annexed to the statutes: the statement of acts accomplished for the company in formation, with the resulting commitment for each, is presented to the shareholders before the statutes are signed. A one-line mandate to do whatever is necessary is worthless; a dated list with amounts is what the greffe and the courts accept.

When registration succeeds, withdrawing the funds is mechanical but still documented. For a SARL, Le retrait des fonds est accompli par le mandataire de la société sur présentation du certificat du greffier attestant l’immatriculation de la société au registre du commerce et des sociétés. The company’s agent presents the greffe certificate proving registration, and the depositary releases the money to the company account. For companies formed by public subscription rules borrowed by the SAS, the same logic applies: Le retrait des fonds provenant des souscriptions en numéraire ne peut être effectué par le mandataire de la société avant l’immatriculation de celle-ci au registre du commerce et des sociétés. No release before the Kbis, release immediately after it. Foreign founders sometimes ask the bank to release against the filing receipt or the Siren number alone; the depositary must refuse, because the Siren identifies the business in the SIRENE directory but does not prove RCS registration. Wait for the Kbis, present the greffier certificate, and move the funds to the operating account the same day so payroll and supplier payments start from a clean ledger.

When registration fails or the project is abandoned, the money is not lost, but recovering it follows a court-track timetable you must diary from the first deposit. The statute provides that if the company is not formed within six months of the first deposit of funds, or not registered within the same period, any subscriber can ask the court to appoint an agent to withdraw the funds and return them to subscribers, net of distribution costs, and the same request can be made directly to the depositary through an agent representing all subscribers: the six-month restitution mechanism of article L. 225-11 of the Code de commerce. If the founders later decide to form the company after all, the deposit and declaration must be done again. In practice, a foreign shareholder whose French project stalls, because the bank account saga consumed the initial momentum, should not let the blocked funds sleep past the six-month mark. Calendar the deadline from the first credit to the blocked account, mandate one agent for all subscribers to avoid conflicting claims, and file the restitution request with the depositary holding the funds. Where subscribers disagree, the court appointment route protects everyone: the judge names a neutral agent, the funds return to each subscriber, and a later re-formation starts on fresh paperwork rather than on a disputed certificate. If the refusal that caused the delay was abusive, the restitution file also becomes the evidence file for a damages claim, with the refusal letter, the complete compliance bundle, and the dated correspondence proving the lost months.

Two final links close the loop with the rest of the formation sequence. If your file bounced at the registry stage rather than at the bank, the apostille and translation rules described above decide the outcome, and a frozen operating account after registration obeys different rules from a refused opening, with its own recovery path against the bank. Keep each procedure in its lane: designation by the Banque de France cures a refusal to open, never a freeze for suspected fraud; the greffe cures a filing defect, never a compliance refusal; the six-month restitution cures a dead project, never a live company short of cash. Foreign founders who mix the tracks write to the wrong authority and lose months. Those who sequence them, refusal letter, complete compliance file, designation, matching certificate, complete RCS filing, Kbis, release, recover the company in weeks and keep every receipt needed to claim damages if someone in the chain faulted.

Conclusion

A French bank has no duty to open an account for just anyone, but it has no right to keep a French-domiciled company without an account either. Get the written refusal, rebuild the identification and source-of-funds file to the standard the compliance officer must apply, seize the Banque de France for designation within days, and hold the appointed bank to its three-day opening duty. Deposit the capital exactly as the statutes describe it, within eight days and with a certificate that mirrors the subscription list to the euro, then file a complete RCS bundle including the beneficial-owner declaration so the Kbis arrives without a second round. Sign nothing in the company’s name before registration unless a precise written mandate covers it, withdraw the funds on the greffier certificate the day the Kbis issues, and diary the six-month restitution deadline from the first deposit in case the project stops. That sequence turns a foreign file from a risk flag into a routine file, and it leaves a dated paper trail that supports every further step, from VAT registration to the first hire, and every claim if a refusal or a delay costs you money.

Need a quick opinion on your case

Setting up or unblocking a French company from abroad is a matter of days when the file is complete, and a matter of months when it is not. Our firm gives foreign founders a telephone consultation within 48 hours with a lawyer of the firm, to review your refusal letter, your capital certificate, or your pending RCS filing and tell you the fastest lawful route to the Kbis. Call +33 6 46 60 58 22 or write through our contact page with your refusal letter and draft statutes attached. Bring the dates: first deposit, refusal, designation request, filing receipt. We answer with a concrete next step, not a general memo.