You have signed the draft articles of your French company, wired several thousand euros from London, New York or Dubai to France, and asked your bank for the one-page certificate that unlocks everything. Weeks pass. The bank asks for one more proof of address, then a translated passport, then stops answering. Without that certificate, the one-stop shop (the Guichet unique run by the INPI, the French intellectual-property and business-registration institute) refuses your file, the court clerk’s office (the greffe, the registry of the commercial court that keeps the RCS, the Registre du commerce et des sociétés) registers nothing, and your company has no Kbis. The Kbis is the official extract that proves your company exists: it shows the company name, the SIREN number, the registered office, the directors and the share capital. No Kbis means no SIRET establishment number, no operating bank account, no invoices, no hiring.

This situation is one of the most common reasons foreign founders lose two or three months before they even start trading in France. It is also one of the easiest to solve once you understand the exact rules, because French law does not force you to use a bank at all, it sets a strict eight-day deposit deadline, it freezes the money until registration, and it gives you a court action to take the money back if the project stalls. This guide walks you through each step: how much cash to deposit and where, what the certificate must contain, what to do when a bank delays or refuses it, how to use a notaire (a French public officer who authenticates deeds) or the Caisse des dépôts et consignations (the state-owned Deposits and Consignment Fund) instead, and how to recover funds that stay frozen. Every key rule below is quoted from the statute or the court decision that states it, so you can forward the exact reference to your bank or your counsel.

I. How a Foreign Founder Deposits Share Capital and Obtains the Certificate in France

A. How much cash to deposit, where it must go, and the eight-day deadline banks never mention

The first question is how much of the promised capital must actually be paid in cash on day one. The answer depends on the vehicle you chose. In a SARL (société à responsabilité limitée, the French limited-liability company with intuitu personae shares called parts sociales), cash shares must be paid up for at least one fifth of their amount at incorporation, and the balance follows within five years of registration, as decided by the manager. The statute states the mechanism and then adds the deposit rule: “Les fonds provenant de la libération des parts sociales sont déposés dans les conditions et délais déterminés par décret en Conseil d’Etat.” In a SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders prefer) and in a SASU (the same vehicle with a single shareholder), the SAS borrows most of its formation regime from the SA (société anonyme, the classic public limited company), because the SAS provisions apply SA rules wherever they are compatible with the SAS chapter. For joint-stock vehicles, cash shares must be paid up for at least one quarter of their nominal value plus the whole of any issue premium at subscription, with the balance due within five years of the day the capital increase or constitution became definitive, under the article governing cash subscriptions. Before any new cash subscription, the existing capital must already be fully paid up, failing which the operation is void.

The second question is where the money must physically go, and here foreign founders meet their first surprise: the money does not go to the company, because the company does not legally exist yet, and it does not have to go to a bank either. The person who collects the funds, typically the founder or the counsel handling the incorporation, must deposit them within eight days of receipt. For the SARL the rule is explicit: “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.” You therefore have three authorised depositaries: a bank or credit institution, a notaire, or the Caisse des dépôts et consignations. For joint-stock companies the parallel provision states that “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”, and it adds a sentence founders should quote back to any intermediary who sits on the money: “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.” Nobody except an authorised depositary may hold incorporation money for more than eight days.

The third question is why a French bank, presented with a willing foreign depositor, so often stalls. The bank is not refusing a normal account opening; it is being asked to receive third-party funds for a company that does not exist, held by a non-resident it has never met, sometimes wired from a jurisdiction its compliance department flags. French anti-money-laundering rules require the bank to identify the beneficial owners (the bénéficiaires effectifs, the natural persons who ultimately own or control the company) and to understand the origin of the funds before issuing anything. For a founder living in London, Delaware or Singapore, that means a full know-your-customer file: certified passport copy, proof of personal address abroad with sworn translation, proof of the origin of the wired funds, draft articles showing the capital structure, and sometimes a French tax or residence document the founder does not have yet. Each missing page restarts the clock, and the eight-day statutory deadline keeps running against you, not the bank.

Two distinctions will save you months. First, depositing capital is not opening an operating account. The famous French right to an account, the droit au compte organised by the provision that gives any person domiciled in France without an account the right to have the Banque de France designate a bank, concerns deposit accounts for everyday use, not the blocked capital-deposit certificate. If your operating account is refused after incorporation, that procedure, described in our guide to what a foreign owner can do when the bank refuses an account, is your remedy. But it will not produce the capital certificate any faster. Second, you are never legally captive to the first bank you approached. If one compliance department blocks your file, a notaire or the Caisse des dépôts can receive the same funds and issue an equivalent certificate, often faster, because their verification logic is built for one-shot deposits rather than ongoing account relationships. Our general walkthrough of setting up a company in France as a foreign founder shows where this certificate sits in the full chain from capital to Kbis to VAT number.

Practical checklist before you wire a euro: confirm the exact minimum to pay in (one fifth for a SARL, one quarter plus full premium for a SAS or SASU); identify your depositary in advance and ask for its foreign-founder document list in writing; wire the funds from an account in your own name so the origin trail is clean; and calendar the eight-day rule from the day the funds are received, not from the day the bank answers. The certificate itself is the next hurdle.

B. What the deposit certificate must state and why the greffe rejects any file without it

The certificate, called attestation or certificat de dépôt des fonds, is a short document with disproportionate power: the greffe will not register your company without it, and the notaire-free filing platforms will bounce your dossier as incomplete. It must identify the depositary, the company in formation exactly as named in the draft articles, each subscriber with the sums paid by each of them, and the statement that the funds are frozen pending registration. The subscriber list matters because the registry cross-checks it against the articles: the articles must mention the release of the shares and the deposit of the funds, since the regulation provides that mention of the release of the shares and of the deposit of the funds is carried in the articles. Any mismatch between the certificate (say, 5,000 euros from founder A) and the articles (say, 10,000 euros subscribed by founder A) produces a rejection, and each rejection restarts the filing queue. Foreign founders should therefore freeze the spelling of names, the capital breakdown and the registered-office address across all documents before requesting the certificate, and re-check them character by character when the certificate arrives, including accents and middle names as shown on the passport.

Once issued, the certificate does not release the money; it locks it. The funds cannot be touched by the company’s representative before registration: “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.” The joint-stock mirror is identical: “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.” Only registration unblocks the money, when the new company presents its Kbis to the depositary. This is why the certificate delay is so painful: every week without it is a week in which your capital sits frozen and your launch date slips, while rent, counsel fees and supplier commitments keep running.

Registration itself is the legal birth of the company. “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” Until that date, the founders act personally. Anyone who signs a lease, orders stock or hires staff before the Kbis arrives is personally and jointly liable for those commitments, unless the company, once registered, takes them over: “Les personnes qui ont agi au nom d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis, à moins que la société, après avoir été régulièrement constituée et immatriculée, ne reprenne les engagements souscrits. Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” The Cour de cassation (the French supreme court for civil and commercial matters) enforces this takeover strictly. In a leading 29 November 2023 decision, appeal number 22-21.623, it recalled that “Les personnes qui ont agi au nom ou pour le compte d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis, à moins que la société, après avoir été régulièrement constituée et immatriculée, ne reprenne les engagements souscrits”, and it added the decisive precision that “ne sont susceptibles d’être repris par la société après son immatriculation que les engagements expressément souscrits « au nom » (Com., 22 mai 2001, n° 98-19.742 ; Com., 21 février 2012, n° 10-27.630, Bull. n° 4 ; Com., 13 novembre 2013, n° 12-26.158) ou « pour le compte » (Com., 11 juin 2013, n° 11-27.356 ; Com., 10 mars 2021, n° 19-15.618) de la société en formation”. In plain terms: every pre-registration contract you sign from abroad must state expressly that you sign in the name of or for the account of the company in formation, and the takeover itself must follow the formal statement of acts appended to the articles, the état des actes, which must list each act accomplished for the account of the company in formation with the resulting commitment for the company. Founders who sign supplier or lease agreements in their own name before the Kbis, expecting the company to absorb them automatically, discover too late that the liability stayed personal.

The filing chain after the certificate is mechanical but unforgiving. You file on the Guichet unique with the articles mentioning the deposit, the certificate, the subscriber list, the registered-office proof, the directors’ identities and clean criminal-record declarations, and the beneficial-owner statement (the RBE, registre des bénéficiaires effectifs). The greffe verifies, the company is entered in the RCS, the SIREN is assigned, and the Kbis is issued; the creation is then published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette of company notices). Miss one annex and the file bounces. Our guide to the annual legal calendar of a French company explains what must then be approved, filed and paid, and when, once the Kbis exists. But when the bank itself is the bottleneck, the answer lies in the second part of this guide.

II. What a Foreign Founder Can Do When the Bank Blocks the Certificate or Freezes the Funds

A. How to unblock a bank that delays or refuses the certificate: file, proof, alternatives and escalation

Start by diagnosing which of the three standard blockages you face. The first is the silent file: the bank acknowledged receipt of your wire and your documents, then nothing happens for three, four, six weeks. The second is the moving target: each week brings a new document request, a translation to redo, an apostille to add, a form to re-sign. The third is the explicit refusal: the bank writes that it will not receive your funds or issue the certificate, sometimes with a generic compliance motive, sometimes with none. Each has a different remedy, but all three share one preliminary step: put everything in writing from now on. Oral promises from a branch adviser have no value against a compliance department. Send your document pack by email, ask for a dated acknowledgement of receipt of the funds, and ask for the exhaustive list of missing items with the legal basis for each. If money is already with the bank, demand a written statement of the sums held, the date of receipt, and the date by which the certificate will issue or the funds will be returned.

For the silent file and the moving target, the cure is usually a complete, bank-ready pack delivered once, rather than five partial submissions. Assemble: certified passport copies of every subscriber and director; a recent proof of personal address abroad with a sworn French translation; corporate documents of any foreign parent subscriber with apostille and translation; the full draft articles showing subscribers, capital breakdown and registered office; the subscriber list with exact sums; proof of origin of the wired funds such as bank statements showing accumulation of the amount; and the contact details of your French counsel. Send it as one indexed bundle, ask for confirmation that the file is complete, and set a firm written deadline of ten business days for issuance of the certificate. If the bank answers with yet another novel request, ask whether that request reflects a statutory requirement or an internal policy, and ask for the refusal in writing if the answer is negative. Banks respond to files that look litigation-ready: dated, complete, and precise about next steps.

For the explicit refusal, do not spend months arguing with a counterparty that has no duty to contract with you for this service. French law gives you two structural alternatives that many foreign founders never hear about. The first is the notaire: any notaire can receive incorporation funds and issue the certificate, and notaires handle foreign clients, powers of attorney and apostilled documents daily. Fees apply, but the timetable is contractual and the certificate has exactly the same value at the greffe. The second is the Caisse des dépôts et consignations, the public institution expressly named by the regulation alongside notaires and banks as a recipient of incorporation funds. Its company-formation desk processes deposits by wire with a published document list, which removes the discretionary element that makes bank compliance so unpredictable. Either route requires the same subscriber list and draft articles, so the work done for the bank is never wasted: you redirect the pack, re-wire or transfer the funds, and obtain the certificate elsewhere. In practice, founders abroad instruct French counsel under a written power of attorney to open the notaire file, lodge the documents, and collect the certificate, without flying to France.

Two errors must be avoided. The first is confusing the capital certificate with the operating account and launching the droit au compte designation procedure to solve a deposit problem. That procedure, useful after incorporation when everyday banking is refused, designates a bank for a basic deposit account; it does not order any bank to receive incorporation funds or to issue a capital certificate. Run it in parallel if you also need an operating account, as explained in our account-refusal guide, but do not expect it to unblock the Kbis. The second error is paying a second capital deposit while the first wire is still sitting somewhere. Double deposits create double subscriber lists, mismatched articles, and a reconciliation dispute that can freeze both sums. Always locate, document and either complete or formally withdraw the first deposit before starting a second one. If the bank holds your money and will neither issue the certificate nor return the funds within a reasonable time, send a formal demand letter (mise en demeure) by registered mail with acknowledgement of receipt, giving fifteen days to issue the certificate or return the funds with a full statement, and stating that you will apply to the court for return of the funds and for interest from the date of demand. That letter starts the interest clock and frames the court application described next.

B. How to recover money stuck in deposit: the six-month court action and what judges actually order

French company law anticipated exactly your situation: money deposited, company never registered, funds frozen. If the company is not formed or not registered within six months of the first deposit, each contributor can go to court to get the money back. For the SARL the text provides that “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.” It adds the collective shortcut: where a representative acts for all contributors together, that representative can demand withdrawal directly from the depositary without a court order. For joint-stock companies including the SAS, the parallel article states that once the same six-month period expires without constitution or registration, any subscriber can ask the court to appoint a representative charged with withdrawing the funds and returning them to subscribers less distribution costs, and the same collective shortcut through a joint representative applies under the withdrawal article. And where the frozen money relates to a planned capital increase that never completed, rather than to the initial constitution, the statute first allows withdrawal by a company representative once the depositary certificate exists, since “Le retrait des fonds provenant des souscriptions en numéraire peut être effectué par un mandataire de la société après l’établissement du certificat du dépositaire.” If the increase is still not completed six months after the subscription opened, the same article refers subscribers to the withdrawal procedure of article L. 225-11, second paragraph. The six-month clock runs from the first deposit of funds or the opening of the subscription, which is why keeping the dated proof of your first wire matters so much.

Judges apply these texts with real teeth, including against intermediaries that collected investor money for an operation that never happened. On 30 May 2024 the Paris Court of Appeal, decisions RG 23/17839 and 23/17840, dealt with investors who had paid 7,000 euros each toward a planned capital increase that was never carried out. The court expressly recalled that “L’article L.225-144 du code de commerce dispose en son dernier alinéa que si l’augmentation de capital n’est pas réalisée dans le délai de six mois à compter de l’ouverture de la souscription, il peut être fait application des dispositions du deuxième alinéa de l’article L. 225-11.” It then held the subscription debt to be unchallengeable in summary proceedings and ordered restitution: “Condamne in solidum les sociétés Ayomi et [F] [B] à payer à M. [W] : – la somme provisionnelle de 7.000 euros, avec intérêts au taux légal à compter du 16 février 2023, et capitalisation de ces intérêts”, plus costs, with one of the companies ordered to guarantee the other. Three lessons for a foreign founder follow. First, an investor or subscriber whose money sits in an uncompleted operation can obtain a provisional payment order in summary proceedings (référé-provision) once the six months have expired, without waiting years for a full trial. Second, interest runs from the formal demand date, which is why the mise en demeure must go out early and be provable from abroad by registered mail or bailiff service. Third, where several parties handled the funds, the court can condemn them jointly, so name every intermediary that touched the money in your application.

The procedural path from abroad is straightforward. First, send the formal demand described above and calendar its date. Second, once the six-month period from the first deposit has expired, or immediately if the depositary refuses outright and the facts are clear, instruct counsel to file for a court-appointed representative or a référé-provision before the commercial court of the depositary’s place of business. Attach the dated wire proof, the subscriber list, the draft articles, the full correspondence showing the refusal or the silence, and the formal demand with its receipt. Ask for the principal sum, legal interest from the demand date with capitalisation, and costs. Third, if you still want the French company, do not treat the recovered money as available capital history: the statute warns that where contributors later decide to form the company after all, the deposit must be made again from scratch. Re-deposit through the notaire or Caisse des dépôts route, obtain a fresh certificate consistent with final articles, and file for the Kbis. Founders who win back their funds and immediately re-file cleanly typically recover the lost quarter faster than founders who spend a year negotiating with the original bank.

One final protective reflex concerns everything you sign while the money is stuck. Because the company has no legal personality before the Kbis, every lease, service contract or purchase order signed in the meantime binds you personally unless it is expressly stated to be made in the name of or for the account of the company in formation and is later properly taken over after registration, as the supreme court requires. Keep pre-registration commitments to the strict minimum, insert the express formula in each one, list them in the état des actes annexed to the articles, and verify the takeover at registration. Combined with a dated deposit trail, a complete compliance pack, a credible alternative depositary, and the six-month withdrawal action, this discipline turns a blocked certificate from a company-killing event into a manageable incident.

Conclusion

A blocked capital-deposit certificate feels like a veto on your French project, but it is a procedural obstacle with codified exits. Pay in only the required fraction, deposit within eight days with a bank, a notaire or the Caisse des dépôts, and make the certificate match the articles to the letter. If a bank stalls, complete the file once in writing, demand a dated answer, and redirect the deposit to a notaire or the Caisse des dépôts rather than negotiating for months. If the funds stay frozen, the six-month withdrawal action and the summary-provision remedy demonstrated by the Paris Court of Appeal recover the money with interest from the demand date. Above all, sign nothing important before the Kbis without the express in-formation formula, and list every pre-registration act for takeover at registration. Handled this way from abroad, with dated proof at each step, the deposit incident costs you weeks, not the company.

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