You live in London, New York, Dubai or Singapore, and you have decided to start a business in France. The bylaws are signed, the registered office is rented in Paris, and your lawyer tells you that everything will move fast. Then the first French bank answers that it will not open an account for your company, the second bank asks for documents you cannot produce from abroad, and the third one simply stops answering. Without a bank, there is no certificate showing that the capital was deposited, and without that certificate the company cannot be registered, so no Kbis arrives. The Kbis is the official certificate of registration issued by the greffe, the clerk office of the commercial court, and every supplier, landlord and administration in France will ask you for it. This article explains, step by step and entirely from verified French sources, how a founder living abroad unlocks this situation: where the capital of a company in formation can legally be deposited when banks say no, how to obtain the deposit certificate that the filing office requires, how to force the opening of an operating account through the Banque de France designation procedure, and how to release the blocked funds once the Kbis is issued. It is written for non-resident founders of SARL and SAS companies, the two vehicles foreigners use most. The SARL is a limited liability company with rigid statutory rules, and the SAS is a simplified joint stock company with flexible bylaws. Our general roadmap for foreign founders, from bank account to Kbis, VAT and first hire, is described in Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire, and the present guide goes much deeper on the single point where most foreign projects stall, the bank.

I. Your Capital Is Blocked Abroad: How Do You Deposit the Funds and Get the Deposit Certificate?

A. Where and How Do You Deposit the Capital When the Bank Says No?

The first reflex of a foreign founder is to walk into a French bank and ask to open a company account. That reflex fails more often than newcomers expect, because French banks apply strict identification and anti-money-laundering checks before entering into any business relationship, and a file presented from abroad with foreign passports, foreign proof of address and foreign source of funds takes longer to clear. The statute that explains these checks is article L561-5 of the Code monétaire et financier, the French monetary and financial code. It provides that before entering into a business relationship with their client or assisting the client in the preparation or completion of a transaction, in the original French “Avant d’entrer en relation d’affaires avec leur client ou de l’assister dans la préparation ou la réalisation d’une transaction”, the persons covered by the provision must identify the client and where relevant the beneficial owner, and verify those identification elements against probative written documents. For a founder living abroad, this means the bank will ask for a certified passport, proof of address, the draft bylaws, the source of the funds and the identity of every beneficial owner, meaning every individual holding directly or indirectly more than twenty-five percent of the capital or voting rights. A refusal at this stage is not necessarily the end of the story, because the law offers several alternative depositaries for the initial capital, and the founder who knows them does not depend on a single bank counter.

For a SARL, the rule on capital is set by article L223-7 of the Code de commerce, the French commercial code. It provides that all shares must be subscribed in full by the members, in French “Les parts sociales doivent être souscrites en totalité par les associés”, that shares representing contributions in kind must be paid up in full immediately, and that shares representing cash contributions must be paid up at least one fifth of their amount, with the balance to be released within five years of registration. The same article adds that the funds from the release of the shares are deposited under the conditions and time limits set by decree in Conseil d’Etat, in French “Les fonds provenant de la libération des parts sociales sont déposés dans les conditions et délais déterminés par décret en Conseil d’Etat”. The implementing decree is article R223-3 of the same code, and its wording is the most practical sentence of this entire guide. It provides that within eight days of their receipt, the funds from the release of the shares are deposited, for the account of the company in formation and by the persons who received them, with the Caisse des dépôts et consignations, with a notary, or with a credit institution, in French “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”. Three depositaries are therefore open to you, and only one of them is a bank. The Caisse des dépôts et consignations is a public financial institution that receives consigned funds, and a French notary, a public officer who authenticates deeds, can also receive the capital and issue the certificate. When every bank refuses or delays, the notary route is very often the fastest solution for a founder abroad, because notaries are used to receiving foreign clients, signing powers of attorney at a distance, and issuing deposit certificates that the filing office accepts.

For a SAS, and for a single-member SASU, the mechanism is parallel but the text is different. Article L225-5 of the Code de commerce provides that the funds from cash subscriptions and the list of subscribers with the sums paid by each of them are subject to a deposit under the conditions set by decree in Conseil d’Etat, in French “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”. The SAS itself is defined by article L227-1 of the same code, which states that a simplified joint stock company may be formed by one or more persons who bear losses only up to the amount of their contributions, in French “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport”. In practice the SAS founder follows the same three doors, bank, notary, or Caisse des dépôts et consignations, and collects the same type of certificate. The official service-public explainer on forming and depositing company share capital confirms that once formed, the prior deposit of capital on a blocked professional account is mandatory for every commercial company, SAS, SARL or SA, before registration can happen, while it remains optional for civil companies such as the SCI. The same page warns of a trap that catches many foreign founders. The capital deposit cannot be made with a payment institution, meaning the fintech account or e-money wallet where you may already hold euros. Only a credit institution, a notary, or the Caisse des dépôts et consignations counts. Money parked in a payment account is not a capital deposit, produces no valid certificate, and the filing office will reject the registration file.

From abroad, the practical method runs as follows. First, transfer the exact subscribed cash amounts by wire to the person who will make the deposit, usually the future legal representative, meaning the gérant for a SARL or the président for a SAS, or directly to the notary escrow account whose details the notary office sends you with a reference for the company in formation. Keep the wire slips, because the depositary will reconcile them with the list of subscribers. Second, sign a power of attorney if you cannot travel, so that the representative or the lawyer can present the draft bylaws, the subscriber list with sums paid by each subscriber, and your identification documents to the depositary. Third, collect the attestation de dépôt des fonds, the deposit certificate, which the bank or the notary must deliver and which is, in the words of the service-public page, a document indispensable to the registration file. Check on the certificate that the company name in formation, the total amount, the breakdown per subscriber, the date, and the signature and stamp of the depositary all appear. An error in the company name at this stage means a rejection by the registry later, and correcting a certificate from abroad costs weeks. Fourth, remember the eight-day clock of article R223-3. The person who receives the funds must deposit them within eight days of receipt, so do not let wires sit on a personal account while you compare banks. If the bank route stalls, switch to the notary route the same week instead of waiting a month for an answer that may never come.

B. The Deposit Certificate Is Missing: How Do You Still Register the Company?

The deposit certificate is only one piece of the registration file, but it is the piece that blocks everything when it is missing. Since 2023, all company creations, modifications and cessations in France go through a single online portal, the guichet unique, meaning the single desk, operated by the INPI, the national institute for industrial property that also runs the business formalities portal. The statute behind it is article L123-33 of the Code de commerce, which provides that every business complies with the obligation to declare its creation, any change in its situation or the cessation of its activities with a single dossier filed electronically with a single designated body, in French “toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration, d’une personne ou d’un organisme mentionnés à l’article L. 123-32 par le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer” and “Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet”. The content of that dossier is detailed by article R123-3 of the same code, available at article R123-3 of the Code de commerce on Legifrance, and it includes all the information entered by the declarant plus the required documents in digital form. The official service-public page on registration formalities for companies lists the supporting documents, and the deposit certificate sits among them. A file without it is incomplete, the greffe asks for completion, and the clock keeps running while your lease, your hiring plan and your client contracts wait.

Founders abroad lose the most time at exactly this point for three recurring reasons, and each has a concrete fix. The first reason is a name mismatch. The draft bylaws say one company name, the bank certificate says a slightly different one, and the guichet unique form says a third variant with or without the SAS or SARL suffix. The registry software compares strings, not intentions, and the file is sent back for correction. The fix is to lock in the exact corporate name, including capitalization and suffix, before any wire is sent, and to copy that exact string into the bylaws, the subscriber list, the deposit request and the portal form. The second reason is a missing or unsigned subscriber list for SAS filings. Article L225-5 requires both the funds and the list of subscribers with the sums paid by each, and a certificate that mentions only a global amount without the nominative breakdown exposes the file to a completion request. The fix is to attach to the deposit request a table with each subscriber, domicile, number of shares, amount subscribed and amount paid, and to verify that the certificate mirrors it. The third reason is the foreign document problem. Passports are accepted, but proofs of address, powers of attorney and foreign company documents for a corporate shareholder must be translated by a sworn translator where required and, depending on the issuing country, carry an apostille or legalization. The fix is to prepare the sworn translations before filing, not after the first rejection, and to upload clear scans, because the portal accepts only legible digital copies and the registry cannot guess what a blurred stamp says.

There is a deeper legal reason to get the pre-registration phase right, and it concerns who bears the risk while the company does not yet exist. Article L210-6 of the Code de commerce provides that commercial companies enjoy legal personality from their registration with the registre du commerce et des sociétés, in French “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés”. The registre du commerce et des sociétés, usually shortened to RCS, is the trade and companies register kept by each greffe, and the Kbis extract is the official printout that proves registration. Before that date, the company has no legal personality, so anyone who signs a lease, orders equipment or opens an account in its name acts personally. The Cour de cassation, the French supreme court for civil and commercial matters, confirmed the strictness of this system in a widely cited ruling on companies in formation, Commercial chamber, 29 November 2023, appeal number 22-18.295, available at Cour de cassation, Commercial chamber, 29 November 2023, no. 22-18.295. The Court held that commercial companies enjoy legal personality from their registration with the registre du commerce et des sociétés, and persons who acted in the name of or on behalf of a company in formation before it acquired legal personality are held jointly and indefinitely liable for the acts so performed, unless the company, after being duly formed and registered, takes over the commitments, which are then deemed to have been entered into by the company from the start, in French “Il résulte de ces textes que les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. 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. Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société”. The lesson for a founder abroad is direct. Every commitment signed before the Kbis should state expressly that it is made in the name of or on behalf of the company in formation, with the future corporate name and registered office, and the bylaws should list those pre-registration acts so the company can take them over by statute upon registration. Without that wording, the takeover can fail and the founder stays personally liable.

The same ruling line punishes vague paperwork even more harshly. In Commercial chamber, 10 February 2021, appeal number 19-10.006, available at Cour de cassation, Commercial chamber, 10 February 2021, no. 19-10.006, contracts had been signed with a company described as being registered, represented by its manager, but the registration came only weeks later. The Court approved the appeal judges for holding that the claimant had to prove the signatory had contracted on behalf of the company in formation, and it recalled the principle that contracts concluded by a non-registered company, therefore lacking legal personality, are void, in French “dès lors que les contrats conclus par une société non immatriculée, donc dépourvue de personnalité juridique, sont nuls”. For the foreign founder, the message is that a missing certificate is not a mere administrative delay. As long as registration has not happened, the business has no legal existence, its contracts are fragile, and its funds stay blocked. Speed at the guichet unique is therefore a legal protection, not a luxury, and the deposit certificate is the key that starts the entire chain, from filing to Kbis to BODACC publication. The BODACC is the bulletin officiel des annonces civiles et commerciales, the official gazette where company registrations are published, and banks, landlords and clients check it.

II. The Bank Still Refuses an Operating Account: How Do You Force an Account and Run the Company From Abroad?

A. Your Company Is Refused an Account: How Does the Banque de France Designation Work?

Once the company is registered, it needs a real operating account to receive client payments, pay the rent, pay social charges to URSSAF, the body that collects social security contributions, and pay salaries. Many founders discover at this point that the bank that accepted the blocked capital deposit does not want to keep the company as a client, or that the online bank they hoped to use cannot open a professional account for a company whose manager lives abroad. French banks are entitled to decline a new business relationship, and they use that liberty often for non-resident files that look complex or risky. The counterweight is the statutory right to an account set by article L312-1 of the Code monétaire et financier. The article provides that any person, individual or legal entity, domiciled in France has the right to open a deposit account with the credit institution of its choice, provided it holds no such account in France, in French “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 French SAS or SARL with its siège social, its registered office, in France is a legal entity domiciled in France, so it falls within the protected category once it exists, even if its shareholder and manager live abroad. The condition is strict on one point. The company must hold no deposit account in France, so a company that already has an account, even a dormant one, cannot use the procedure for a second account. Close or document the existing position before applying.

The procedure runs through the Banque de France, the French central bank, and it follows a precise sequence that the founder should respect to the letter. First, ask a bank of your choice to open a deposit account in the name of the company and obtain proof of refusal. A bank may decline, but when it does it must hand over, without charge, a written attestation of refusal on a standard model. If you apply by registered letter and receive no answer within fifteen days, the silence counts as a refusal, and the acknowledgment of receipt plus a copy of the request serves as proof. The Banque de France publishes the model letters and explains that either the refusal attestation or, after fifteen days without an answer, the proof of the unanswered request opens the file. Its institutional page on the right to an account with the Banque de France describes each step, and the general service-public explainer on refusal to open a bank account and the right to an account gives the same sequence for individuals, which the company file mirrors with company documents. Second, build the designation file: the completed and signed application form, the refusal attestation or the fifteen-day proof, a valid official identity document for the legal representative, proof of address less than three months old, and for a company the Kbis extract, the bylaws, and the documents identifying the beneficial owners that the bank had requested. From abroad, send the file to the Banque de France counter competent for the place of the registered office or for the representative domicile, or have the lawyer file it with a complete power of attorney. Third, the Banque de France designates a credit institution near the registered office or another place, and that institution must open the account with at least the basic services defined by decree.

Those basic services matter because the designated bank does not offer its full commercial range. Article D312-5 of the Code monétaire et financier provides that the basic services mentioned in article L312-1 include the opening, maintenance and closing of the account, one change of address per year, the issuance of bank identity statements on request, the domiciliation of bank transfers, a monthly statement of account transactions, the cashing of cheques and bank transfers, and payments by SEPA direct debit, SEPA interbank payment order or transfer, in French “Les prestations de base mentionnées au II de l’article L. 312-1 comprennent : 1° L’ouverture, la tenue et la clôture du compte ; 2° Un changement d’adresse par an ; 3° La délivrance à la demande de relevés d’identité bancaire ; 4° La domiciliation de virements bancaires ; 5° La fourniture mensuelle d’un relevé des opérations effectuées sur le compte ; 6° L’encaissement de chèques et de virements bancaires ; 7° Les paiements par prélèvements SEPA, titre interbancaire de paiement SEPA ou par virement”. A relevé d’identité bancaire, universally called a RIB, is the slip with the IBAN that you give to clients and administrations so they can pay you. In practice the designated account lets the company bill clients, be paid by transfer, pay by transfer and direct debit, and present a RIB to URSSAF, the tax office and suppliers. It does not include an overdraft, a cheque book beyond cashing cheques received, or credit. For a young foreign-owned company that needs to operate cleanly while building a banking history, that perimeter is enough, and the company can later negotiate a full commercial relationship with transaction services once its volumes are visible.

Two warnings keep this strategy honest. First, the designation procedure cures the absence of an account, not the causes of distrust. If the file was refused because the identification documents were incomplete, the proof of the source of funds was missing, or the beneficial owners were not disclosed, the designated bank will ask the same questions under article L561-5, and the account can later be restricted or closed if vigilance duties so require. Rebuild the documentary file before applying rather than sending the same thin file to the Banque de France and hoping for a different outcome. Second, the right to an account belongs to the company domiciled in France, not to the foreign shareholder personally. A founder living abroad who also wants a personal French account follows the individual track with personal domicile or residence documents, which is a different file with different counters. Do not mix the two requests in one letter, because the Banque de France routes company files and individual files differently, and a mixed file loses weeks. One file for the SAS or SARL with its Kbis, one file for the individual if needed, each with its own refusal proof.

B. Your Company Can Finally Operate From Abroad: How Do You Release the Funds, Prove the Kbis and Stay Compliant?

The day the Kbis arrives, the blocked capital must move to an operating account so the company can actually use its money. The depositary releases the funds to the legal representative upon presentation of the Kbis extract proving registration, and the representative then transfers them to the company operating account, whether that account was opened commercially or through the Banque de France designation. Keep the release slip, the Kbis copy used for the release, and the first operating-account statement together, because the statutory auditor, the commissaire aux comptes, where one exists, the tax inspector, and any future buyer of the company will ask for the full chain from subscriber wires to deposit certificate to release. If the company project collapses before registration, the contributors recover their funds from the depositary on proof that the company was not formed, which is another reason to keep every wire slip and every certificate in one file. Founders who mix company money with personal money at this stage create accounting confusion that takes months to untangle, and the clean rule is simple: company money moves only between the subscriber, the depositary, and the company account, never through an unexplained personal detour.

Registration also starts the clock on obligations that many founders abroad underestimate. The company must approve its annual accounts each year, file them, declare and pay corporate tax, charge VAT where applicable, declare the beneficial owners in the RBE register, and meet employer declarations upon the first hire. The beneficial owner, called bénéficiaire effectif in French, is any individual holding directly or indirectly more than twenty-five percent of the capital or voting rights, or exercising control by other means, and the RBE is the registre des bénéficiaires effectifs, the register of beneficial owners kept with the commercial court. Each of these duties has its own calendar and its own penalties, and the operating bank account with its RIB is the instrument that lets the company pay each administration on time. A company that cannot pay URSSAF or the tax office because it has no account accumulates surcharges automatically, and no administration accepts the absence of a bank account as an excuse. This is why the designation procedure of article L312-1 should be started the week of the first refusal, in parallel with registration, rather than months later when the first payment deadlines have already passed.

Capital life after registration deserves the same discipline as the initial deposit. In a SARL, the balance of cash contributions must be released within five years of registration on decision of the manager, and the bylaws record the allocation of shares. Where calls for funds are not made within the legal time to complete the full release of capital, the law gives every interested party a powerful remedy before the president of the court. The Cour de cassation recalled this remedy in Commercial chamber, 7 July 2009, appeal number 08-16.433, available at Cour de cassation, Commercial chamber, 7 July 2009, no. 08-16.433, citing article 1843-3, paragraph 5, of the Code civil, the French civil code, available at article 1843-3 of the Code civil on Legifrance. The Court restated that where calls for funds have not been made within the legal time to achieve full release of the capital, any interested party may ask the president of the court in summary proceedings either to order the managers under penalty to make those calls for funds, or to appoint an agent to carry out that formality, in French “lorsqu’il n’a pas été procédé dans un délai légal aux appels de fonds pour réaliser la libération intégrale du capital, tout intéressé peut demander au président du tribunal statuant en référé soit d’enjoindre sous astreinte aux administrateurs gérants et dirigeants de procéder à ces appels de fonds, soit de désigner un mandataire chargé de procéder à cette formalité”. A minority shareholder, a creditor, or any interested party can therefore force the release of capital that a negligent manager leaves uncalled. For the foreign founder who is both manager and majority shareholder, the practical advice is to calendar the five-year deadline from day one, to document each call for funds with registered letters and board minutes, and to keep the bank slips of each payment. For the minority investor living abroad, the same ruling is a shield: if the manager never calls the balance and the company drifts undercapitalized, the court can intervene quickly.

Running the company from abroad also means organizing proof at a distance. French administrations and banks work on documents, not on promises, so the founder should maintain a permanent digital file with the signed bylaws, the subscriber list, the deposit certificate, the guichet unique filing receipt, the Kbis, the BODACC publication reference, the beneficial-owner filing receipt, the operating-account RIB, and the release slip for the blocked funds. Every new bank, every landlord, every major client and every administration will ask for three or four of these documents, and producing them within the hour changes the tone of the relationship. Powers of attorney should be renewed before they expire, the registered office address must be real and monitored, because the greffe, the tax office and URSSAF send paper letters with deadlines, and the legal representative must be reachable to sign. A founder who answers a registry completion request within forty-eight hours gets registered in days. A founder who discovers the letter two months later restarts the file from zero. Distance is manageable when the paperwork is organized, and it is punishing when it is not.

Conclusion

A French bank saying no is a frequent episode in the life of a foreign founder, not the end of the project. The capital of a SARL or SAS in formation can be deposited with a bank, a notary, or the Caisse des dépôts et consignations within eight days of receipt, and the deposit certificate opens the single electronic filing that leads to the Kbis. Before registration, nobody should sign in the vague name of a company that does not yet exist, because contracts of a non-registered company are void and the signatory stays personally exposed unless the act expressly states it is made in the name of or on behalf of the company in formation and is later taken over. After registration, a company domiciled in France that holds no account can obtain one through the Banque de France designation upon proof of refusal, with at least the basic services that allow billing, transfers and direct debits, while anti-money-laundering identification duties continue to apply. The funds are then released against the Kbis, the operating account pays each administration on time, and the five-year capital release calendar is monitored so that no court needs to order what the manager should have called. Follow this chain in order, keep every certificate, and the project that stalled at the bank counter becomes a registered, banked and compliant French company run calmly from abroad.

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