Your French Company Is Ready on Paper but the Bank Is Holding Your Capital: How a Foreign Founder Gets the Deposit Certificate, Unblocks the Kbis and Releases the Funds

You have signed the articles of association of your French company, you have wired several thousand euros from abroad, and now nothing moves. The bank tells you the funds are “being verified”, the notary asks for one more apostilled document, and the commercial court registry — the greffe, the clerk’s office of the commercial court that keeps the trade register — refuses to register your company without the deposit certificate. Without that single piece of paper, there is no registration, no Kbis — the official extract of the trade and companies register (registre du commerce et des sociétés, known as the RCS) that proves your company legally exists — and no way to use your own money. For a foreign founder, this freeze typically lasts two to six weeks, and every week of delay pushes back invoicing, hiring and the opening of a fully operating business account. This guide explains the exact mechanism: how much cash you must pay on day one in a SARL (société à responsabilité limitée, the French limited liability company) or a SAS (société par actions simplifiée, the simplified joint-stock company and the vehicle most foreign founders choose), where you are allowed to deposit it, what the deposit certificate must contain, how the money is released after registration, and what remedies you have when the depositary stalls or when the project collapses before registration. You will find the statutory texts, three court decisions quoted word for word, and a practical checklist built for someone wiring funds from outside France.

I. How Much Capital a Foreign Founder Must Deposit for a French SARL or SAS and Where the Money Goes

A. The Minimum Cash to Pay on Day One, the Eight-Day Deposit Rule and the Depositaries a Foreign Founder Can Use

French law does not require you to pay the full nominal capital on the day you sign the articles, but it does require a minimum immediate payment, and the thresholds differ between the SARL and the SAS. In a SARL, Article L223-7 of the Commercial Code provides that “Les parts représentant des apports en numéraire doivent être libérées d’au moins un cinquième de leur montant”, meaning at least one fifth of each cash share must be paid up at subscription, with the balance payable within five years of registration on the manager’s call, and with a hard sanction attached: “le capital social doit être intégralement libéré avant toute souscription de nouvelles parts sociales à libérer en numéraire, à peine de nullité de l’opération”. In a SAS, which follows the rules of the public limited company unless the SAS chapter provides otherwise — Article L227-1 of the Commercial Code states that a SAS “peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport” — the entry ticket is higher: Article L225-3 of the Commercial Code provides that “Les actions de numéraire sont libérées, lors de la souscription, de la moitié au moins de leur valeur nominale”, with the balance due within five years of registration. The official business guidance portal confirms this reading for founders in plain terms: a SAS created with a stated capital of 5,000 euros must pay at least 2,500 euros at formation, and the remaining 2,500 euros within five years of registration. The amount of the capital itself is freely set by the founders — Article L210-2 of the Commercial Code lists “le montant du capital social” among the clauses “déterminés par les statuts de la société” — and since the 2008 reform a SAS or SARL can be formed with one euro, but a symbolic capital alarms banks, suppliers and the immigration authorities when the founder also needs a visa, so most foreign founders deposit between 4,000 and 37,000 euros depending on their credibility needs. Once the founders or their agent collect the cash subscriptions, the clock starts: Article R223-3 of the Commercial Code provides that “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”, and the parallel rule for share companies in Article L225-5 of the Commercial Code adds that “A l’exception des dépositaires visés par le décret prévu à l’alinéa précédent, nul ne peut détenir plus de huit jours les sommes recueillies pour le compte d’une société en formation”. In practice, for a founder wiring money from London, New York, Dubai or Singapore, only two doors remain open. The Caisse des dépôts et consignations (CDC), the historic public deposit institution, has not accepted company capital deposits since 1 June 2021, as the official guidance expressly warns, so a foreign founder chooses between a bank (établissement de crédit) and a notary (notaire). Banks offer the advantage that the blocked account usually converts into the company’s future current account, but they impose full anti-money-laundering checks on a non-resident: passport, proof of address abroad, source-of-funds evidence, sometimes an apostilled company extract of the foreign parent, and a French tax or SIREN number that does not exist yet, which is precisely what causes the three-week stalls described in the introduction. Notaries move faster for foreigners because they authenticate identity in one appointment and issue the certificate within days, but they charge a fee of roughly 300 to 800 euros and the funds must later be transferred to a bank account anyway. Whichever depositary you choose, the money can arrive by bank transfer from abroad, by bank cheque drawn on a bank domiciled in France, or in cash within the legal cash limits, and the depositary draws up the decisive document: under Article L225-13 of the Commercial Code, “Les versements sont constatés par un certificat du dépositaire établi, au moment du dépôt des fonds, sur présentation de la liste des actionnaires mentionnant les sommes versées par chacun d’eux”. Check before leaving the counter that the certificate states your name exactly as in your passport, the amount paid by each subscriber, the date of deposit, and the stamp and signature of the depositary, because the registry will reject a certificate with a misspelled foreign name or a missing subscriber list, and each rejection costs another round trip through the single online filing portal — the guichet des formalités des entreprises run by the INPI (Institut national de la propriété industrielle, the French industrial property office that operates the one-stop filing portal since 2023).

B. What the Deposit Certificate Unlocks: Filing Through the Guichet Unique, Registration at the Greffe and Receiving the Kbis

The deposit certificate is not an administrative nicety; it is the key that opens the trade register. The official guidance states plainly that the attestation de dépôt des fonds is essential to register the company, and the filing file sent through the INPI one-stop portal must contain the articles of association mentioning the release of shares and the deposit of funds, the certificate itself, the proof of the registered office, the identity documents of the directors, and the declaration of beneficial owners. The greffe examines the file, and when everything is in order it registers the company in the RCS (registre du commerce et des sociétés), the record is mirrored in the RNE (registre national des entreprises, the national business register), and the creation is announced in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company creations are published). The company then receives its Kbis extract, and only at that moment does it become a legal person: Article L210-6 of the Commercial Code provides that “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés”. Before that date, anyone who acted in the name of the company in formation is personally and jointly liable, which is why landlords, suppliers and even some banks ask the foreign founder to countersign personally until the Kbis arrives. Three practical points deserve attention because they trap foreign founders every week. First, the registered office proof: a domiciliation contract with an approved domiciliation company, a lease, or a hosting agreement with the foreign parent must state the exact address and the authorisation to receive mail; Paris founders file at the greffe of the Paris commercial court, and that registry is notoriously strict about foreign-language lease annexes, so attach a certified French translation rather than the English original alone. Second, the beneficial-owner report (registre des bénéficiaires effectifs, known as the RBE): any foreign individual holding directly or indirectly more than 25 percent of the capital or voting rights must be declared with date and place of birth, nationality and address, and a missing RBE declaration is the most common ground for a request for correction that freezes the file for ten extra days. Third, the subscriber list consistency: the names, amounts and passport numbers on the certificate must match the articles and the portal filing to the letter, including accents and double-barrelled surnames, because the automated checks flag every mismatch. Once the Kbis is issued, the founder returns to the depositary with the proof of registration — the Kbis extract or the RNE extract — and the blocked funds are released onto a current account opened in the company’s name, available for rent, salaries, suppliers and tax payments. The guidance confirms the sequence: the funds deposited in the blocked account become available after registration and can then be placed in a current account opened in the company’s name and used according to the company’s needs. From signature of the articles to spendable money, a well-prepared foreign founder should therefore count two to four weeks: a few days for the deposit and certificate, one to two weeks for the registry examination, and a few days for the release transfer. Any file rejected for a missing translation or an inconsistent name restarts part of that clock, which is why experienced counsel prepare the bank file, the notary fallback and the registry file in parallel rather than in sequence.

II. When the Capital Stays Frozen: Bank Delays, Refusals and the Legal Remedies That Get Your Money Moving

A. The Bank Asks for One More Document, Delays the Certificate or Refuses the Account: KYC Checks, Proof of Origin and the Practical Workarounds

The most frequent crisis is not a legal refusal but an endless compliance review. French banks must identify the customer, verify the beneficial owner and understand the origin of funds under anti-money-laundering rules, and a non-resident file with money arriving from a third country automatically scores as high risk. Expect requests for the last three months of personal bank statements, the employment contract or company accounts showing where the savings come from, the criminal-record extract or a sworn statement, the foreign parent’s apostilled extract with sworn translation, and the draft articles showing the capital amount. Each document in a foreign language should arrive with its sworn French translation, because compliance officers will not process a file they cannot read, and each incomplete answer resets the internal review queue. Two misunderstandings then cost founders precious weeks. The first concerns the famous French right to an account: Article L312-1 of the Monetary and Financial Code grants a right to open a deposit account to individuals domiciled in France and to certain French nationals abroad, and it organises designation of a bank by the Banque de France when every bank refuses, but this mechanism is designed for individuals, not for a company in formation depositing its capital, so a foreign-owned SAS in formation cannot force a bank to take its capital by waving that article. The second concerns payment institutions and online fintechs: the official guidance recalls that the capital deposit cannot be made with a payment-services provider that merely moves money, it must be a credit institution or a notary, so a founder who wired the capital to a stylish e-money account discovers too late that no valid certificate can come out of it and must move the money again. When one bank stalls beyond ten working days without a written reason, the effective strategy is parallel rather than confrontational: keep the first file alive and open a second file the same week with a bank that has a dedicated non-resident or international-founders desk, or pivot to a notary for the certificate while the operating-account file continues its course, because the certificate alone unblocks registration and the operating account can follow. Ask every depositary, before wiring, for its written list of required documents for a non-resident founder, its average issuance time for the certificate, its fee for the blocked account, and the exact conditions and cost of converting the blocked account into a current account after the Kbis arrives. Put the answers in an email and keep them, since a written commitment on timing is the only leverage that works when the file sleeps. Founders based in Paris and the Île-de-France region have a practical advantage worth using: the international desks of the major networks and several notarial offices near the Paris commercial court process foreign-founder deposits every week and know the greffe’s spelling and translation expectations, so choosing a Paris-based depositary even for a company seated in the inner suburbs often saves a full review cycle. If the funds are already blocked and the bank stops answering, send a formal recorded letter (lettre recommandée avec accusé de réception) asking for issuance of the certificate within eight days or a written, reasoned refusal, copy the bank’s complaints department (service réclamations), and set a deadline after which you move the funds to the notary; most files unblock at the complaints stage without any court action.

B. Getting the Money Out: Release After the Kbis, the Six-Month Judicial Exit and What the Courts Say When Capital Operations Go Wrong

French law locks the door in both directions: nobody touches the deposited money until the company exists, and late payment of the balance can destroy later capital operations. The statute is blunt: Article L223-8 of the Commercial Code provides that “Le retrait des fonds provenant de la libération des parts sociales ne peut être effectué par le mandataire de la société, avant l’immatriculation de celle-ci au registre du commerce et des sociétés”. In plain terms, even the appointed manager cannot withdraw a single euro before the RCS registration appears, and any early release arranged informally with a friendly banker exposes the manager to personal liability for misuse of company funds. After registration, the procedure is simple: present the Kbis to the depositary, have the blocked balance transferred to the company’s current account, and keep the release slip with the company’s permanent records alongside the certificate, because auditors, future investors and the tax authorities all ask for that paper trail during due diligence. If the project never reaches registration, the law gives the contributors a way out. The same Article L223-8 continues: “Si la société n’est pas constituée dans le délai de six mois à compter du premier dépôt de fonds, ou si elle n’est pas immatriculée au registre du commerce et des sociétés dans le même délai, les apporteurs peuvent individuellement demander en justice l’autorisation de retirer le montant de leurs apports”, and where all contributors agree, a common agent can claim the funds directly from the depositary without going to court. A foreign founder whose bank file has been rotting for five months should therefore calendar the six-month anniversary of the first deposit: past that date, each contributor can petition the court for individual withdrawal, which is far cheaper than abandoning the money. The courts treat capital discipline strictly, and three decisions every foreign founder should know illustrate the price of improvisation. First, on the consequences of botched capital increases, the Paris Court of Appeal confirmed the nullity of a SAS capital increase in a case that should sober any founder tempted to paper over subscriber consent: the court recalled that “Par jugement en date du 11 février 2022, le Tribunal de Commerce de Paris a prononcé la nullité de l’augmentation de capital de la société SHAAMAN en date du 28 mai 2020”, and it ended its own ruling with the words “PAR CES MOTIFS : Confirme le jugement”, adding several thousand euros in costs against the company and its associates (Paris Court of Appeal, Pôle 5, Chamber 9, 6 April 2023, RG 22/06012). Second, on the integrity of capital in share companies, the Commercial Chamber of the Court of Cassation held, visas Article L210-2 and Article L224-2 of the Commercial Code, that “Il résulte de ces textes que la réduction à zéro du capital d’une société par actions n’est licite que si elle est décidée sous la condition suspensive d’une augmentation effective de son capital amenant celui-ci à un montant au moins égal au montant minimum légal ou statutaire” (Cass. com., 4 January 2023, No. 21-10.609). The lesson for a SAS founder is direct: capital is a legal guarantee for third parties, not an internal kitty, and operations that empty it or bypass subscriber rights get annulled years later with damages on top. Third, on limitation periods for challenging capital increases, the Court of Cassation recently clarified that “il résulte de la combinaison des articles L. 235-9, alinéa 3, et L. 225-149-3 du code de commerce dans leur rédaction applicable, que seules les actions en nullité fondées sur l’une des causes de nullité énumérées par le second de ces textes se prescrivent par trois mois, les actions en nullité d’une décision d’augmentation de capital fondées, comme en l’espèce, sur d’autres causes et notamment sur les causes de nullité des contrats en général demeurant soumises à la prescription triennale prévue par le premier alinéa de l’article L. 235-9 précité” (Cass. com., 1 April 2026, No. D 24-20.707). A challenger therefore keeps a three-year window for general nullity grounds instead of three months, which means a capital increase pushed through without proper subscriber information can haunt the company long after the Kbis is framed on the wall. Two final warnings complete the picture. The balance of the capital — the four fifths in a SARL, the half in a SAS — must be called within five years of registration, and new cash subscriptions before full release are void, so founders who keep postponing the balance freeze their own growth. And any director who diverts blocked funds for personal use before registration crosses from civil liability into criminal exposure for misuse of company assets, a risk no residence abroad will neutralise once the company has French creditors. Deposit cleanly, register quickly, release properly, and call the balance on time: that sequence is the whole law of the blocked account.

Conclusion

A blocked capital deposit is not a French peculiarity designed to punish foreigners; it is a guarantee mechanism that protects future creditors, and it works smoothly when the founder feeds it the right documents in the right order. Pay at least one fifth in a SARL and at least one half in a SAS, deposit within eight days with a bank or a notary since the public deposit institution closed its doors to this business in 2021, check that the certificate names every subscriber and amount exactly as in the articles, file a consistent registry dossier through the one-stop portal with sworn translations attached, and present the Kbis to release the funds. When a bank stalls, run a second track in parallel instead of waiting, and when six months pass without registration, use the judicial withdrawal route rather than writing the money off. The court decisions quoted above show that French judges annul capital operations built on shortcuts even years later, so the weeks invested in a clean deposit are the cheapest legal insurance a foreign founder will ever buy for a French company.

Need a quick opinion on your case

Setting up a French company from abroad raises one urgent question after another: bank certificate, registry filing, Kbis delay, frozen funds. Get a phone consultation within 48 hours with a lawyer of the firm who handles foreign founders every week. Call +33 6 46 60 58 22 or write through our contact page. Our Paris office assists founders across Paris and the Île-de-France region, from the deposit appointment to the release of funds after registration.