Your French Company Bank Account Is Refused and Your Capital Stays Blocked While You Live Abroad: Deposit Certificate, Right to an Account and How to Challenge the Bank

You signed the articles of association of your French company from abroad, wired the share capital to France, and then everything stopped. One bank after another declines to open the company account, or the depositary that holds your capital will not release the funds, and the entire formation stalls for lack of a single certificate. For a foreign founder, this moment is stressful because every other step depends on the bank: without the deposit certificate (attestation de dépôt des fonds) the company cannot be registered, without registration the capital cannot be released, and without an operating account the new company cannot invoice, pay its first employee or receive its share capital. This guide explains the full path in plain English, with the exact legal references your file needs. Every French acronym is explained on first use: the Kbis is the official identity card of a French company issued by the greffe (the clerk office of the commercial court), the BODACC is the official bulletin where company registrations are published, the INPI guichet unique is the single online window that now receives all company filings in France, the Caisse des dépôts et consignations is a public financial institution that can hold formation capital, and the bénéficiaire effectif is the beneficial owner, the living person who ultimately controls the company. Part I walks through the normal route, from the deposit of the capital to the documents banks request from non-resident shareholders and directors. Part II covers the crisis route: what to do when a bank refuses your company, how the Banque de France (the French central bank) right-to-account procedure known as the droit au compte works, what two recent appeal decisions teach about refusals with and without a valid reason, and how to obtain the release of the capital once the Kbis is issued. The companion guide to the overall formation sequence, from bank account to Kbis, VAT and first hire, remains useful background reading alongside this article (Setting Up a Company in France as a Foreign Founder), while the pages below focus on the banking bottleneck that blocks so many foreign files.

I. How does a foreign founder open a French company bank account and deposit the share capital?

French company law separates the birth of the company into two banking moments that foreign founders often confuse. The first moment is the deposit of the formation capital with an authorised depositary, which produces the certificate the registration file requires. The second moment is the opening of the operating current account in the name of the company, which in practice happens around or just after registration. Understanding that these are two distinct steps, governed by different texts, already resolves half of the misunderstandings that stall foreign files.

A. Where and how do you deposit the capital and obtain the deposit certificate (attestation de dépôt des fonds)?

The starting point depends on the vehicle you chose. In a SARL (société à responsabilité limitée, the French limited liability company with intuitu personae shares), the statute states that “Les parts représentant des apports en numéraire doivent être libérées d’au moins un cinquième de leur montant.” (Article L223-7 of the Commercial Code). In plain terms, cash contributions in a SARL must be paid up on subscription for at least one fifth of their amount, and the balance follows within five years of registration as the managers call it. In a SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders prefer), the statute provides that “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” (Article L227-1 of the Commercial Code), and the cash deposit mechanics borrow from the rules on public companies: “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.” (Article L225-5 of the Commercial Code). Nobody outside the authorised depositaries may therefore sit on formation money for more than eight days, which is why your capital must move quickly to one of the three authorised holders. For the SARL, the implementing 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.” (Article R223-3 of the Commercial Code). You therefore have three doors: a bank or credit institution, a notaire (a French public officer who authenticates deeds and can hold funds), or the Caisse des dépôts et consignations. Each issues the same key document, the certificate of deposit of funds, which states the identity of the subscribers, the amounts paid by each of them and the fact that the money is blocked pending registration. The registration filing, lodged through the INPI guichet unique, cannot succeed without this certificate, and the mention of the release of the shares and of the deposit of the funds must also appear in the articles themselves. In practice, foreign founders living abroad use one of three routes. The classic route is a French bank that accepts non-resident files: you send certified articles, passports, proof of address, ownership chart and business description, wire the capital, and receive the certificate within days. The notaire route suits founders who already use a notaire for a lease or a share transfer: the notaire receives the funds into escrow, verifies identity, and issues the certificate, often faster than a bank compliance queue. The Caisse des dépôts route, entirely online for many company types, suits files that banks keep declining: the capital is held by a public institution with no commercial appetite test, and the certificate it issues is accepted by every greffe in France. Whichever door you choose, three practical points decide whether your file moves. First, wire the exact subscribed amounts from accounts in the subscribers names, because a mismatch between the sender, the subscriber list and the articles triggers questions that cost weeks. Second, ask the depositary in advance for its exact list of supporting documents for non-residents, including whether it requires an apostille (the international authentication stamp under the Hague Convention) or a sworn translation, since requirements differ from one depositary to another. Third, keep the certificate and every proof of transfer, because the same papers will be requested again at the account-opening stage and again if a refusal has to be challenged later.

B. What documents do French banks ask foreign shareholders and directors for, and why do files stall?

Once the certificate exists, the company still needs an operating account, and this is where foreign files most often stall. French banks cannot open accounts on trust alone: before entering into a business relationship, they must “Identifient leur client et, le cas échéant, le bénéficiaire effectif au sens de l’article L. 561-2-2” and “Vérifient ces éléments d’identification sur présentation de tout document écrit à caractère probant.” (Article L561-5 of the Monetary and Financial Code). Identification plus verification on the basis of probative written documents applies to the company, to its legal representative and to each beneficial owner, and the duty continues for the whole life of the relationship, since “ces personnes exercent, dans la limite de leurs droits et obligations, une vigilance constante et pratiquent un examen attentif des opérations effectuées en veillant à ce qu’elles soient cohérentes avec la connaissance actualisée qu’elles ont de leur relation d’affaires.” (Article L561-6 of the Monetary and Financial Code). For a foreign founder, this translates into a predictable but demanding checklist. Expect the bank to ask for the passports of every shareholder holding directly or indirectly more than twenty five percent and of the président or gérant (the chairman of a SAS or the manager of a SARL), recent proof of home address abroad, the signed articles and the deposit certificate, a full ownership chart up to the living persons behind any holding company, the registration application or the Kbis once issued, a description of the real business with expected flows, countries, counterparties and volumes, and corporate documents of any foreign parent with translation and apostille where required. Files stall for a handful of recurring reasons that you can prevent. Ownership chains through several countries without a clear chart force the analyst to guess who controls what, and analysts do not guess. Transfers announced as large first wires from personal accounts, crypto proceeds or third-party payers raise tracing questions that the file should answer before they are asked. A business description limited to consulting with no clients, no contracts and no website gives vigilance nothing to examine, while even a short pipeline memo with two draft contracts reassures. Directors who cannot attend a video identification session or whose documents expire mid-review push the file to the bottom of the pile. None of these difficulties means the project is unlawful; they mean the bank cannot yet satisfy the identification duty the statute imposes on it, and the file must supply the missing pieces. A practical habit saves months: build one bilingual file with everything listed above, keep it updated, send the identical pack to each bank approached, and log every refusal in writing with its date, because written refusals are the key that opens the emergency procedure described in Part II.

II. What can you do when the bank refuses your company or freezes the capital?

A refusal is not the end of the road, but the response must be methodical. French law gives every person a safety net against a banking refusal, while at the same time allowing banks to decline where anti-money-laundering duties genuinely prevent them from proceeding. The two appeal decisions examined below show both sides of that line, and they dictate the practical strategy: demand written refusals, use the central-bank designation procedure, and never leave the capital blocked without a dated paper trail.

A. How do you challenge a refusal and use the Banque de France right-to-account procedure (droit au compte)?

The safety net is stated in broad terms: “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” (Article L312-1 of the Monetary and Financial Code). Any person domiciled in France, including a company being formed, who holds no deposit account and is refused by the institution of its choice may apply to the Banque de France, which then designates a bank near the domicile or another place of the applicant choice within one business day of receiving the required documents. The refusing bank must systematically hand over, in writing and without delay, a certificate of refusal and information about the procedure, so your first reflex after any oral no must always be to request that written attestation. Once designated, the bank must open the account with basic services, and a designation is not a favour the bank may ignore. The Versailles Court of Appeal confirmed the point with unusual clarity in a case where a bank designated by the Banque de France in November 2017 still refused to open the account: the court retained against the bank a fault described in the judgment as “refusé sans motif légitime à M [E] l’ouverture d’un compte de dépôt alors qu’il avait été désigné par la Banque de France en novembre 2017 pour y procéder”, and it approved compensation “à la somme de 2 000 euros le montant de la réparation du préjudice moral consécutif au maintien à ce jour du refus d’ouverture de compte de la banque sans motif légitime” (Court of Appeal of Versailles, 16th chamber, 21 December 2023, RG 22/05426). A designated bank that maintains a refusal without a valid reason therefore commits a fault that can cost it damages, and the two thousand euro award in that case compensates the moral harm of remaining without an account, even though the court reduced the claim by noting that basic payment accounts available on the market already provide an IBAN, transfers and a card. The lesson for a foreign company is direct: obtain the written refusal, file the Banque de France application with the complete pack the same week, keep the designation order, and if the designated bank still refuses, place it on formal notice by registered letter before considering court action, because the Versailles reasoning rewards applicants who can show a clean, dated trail and punishes banks that refuse without a documented reason. There is, however, a firm limit, and foreign founders must understand it before filing. In a 2023 dispute between a newly formed single-shareholder SAS and a major bank, the Paris Court of Appeal refused to order the opening of the account in summary proceedings, holding that “les obligations tenant à la lutte contre le blanchiment et au financement du terrorisme s’imposent y compris pour la procédure de droit au compte”, and that the bank “peut valablement faire état, à tout le moins, d’une contestation sérieuse s’opposant à l’ouverture du compte, au sens de l’article 872 du code de procédure civile, eu égard aux obligations d’un établissement bancaire résultant des articles L. 561-5 et L. 561-5-1 du code monétaire et financier.” (Court of Appeal of Paris, Pôle 1, chamber 2, 6 July 2023, RG 22/17393, SASU Locial v BNP Paribas). In that file, the bank had asked by formal letter for the business model, the identity of the clients and the accounting documents or at least a projected balance sheet, and the company had never answered; the court also noted that the impossibility for the company to operate was proven by no document. Anti-money-laundering duties therefore apply even inside the right-to-account procedure, a bank that lacks the answers it lawfully requested can rely on a serious dispute to resist a summary order, and imminent harm or manifestly unlawful disturbance will not be found where the file itself is empty. The two decisions fit together as one rule: a refusal without a stated valid reason after designation is a fault, while a refusal documented by precise unanswered vigilance questions is defensible. Your strategy follows from that rule. Answer every vigilance question in writing with documents, even when the question feels intrusive, because silence is what protected the bank in the Paris case. Ask each refusing bank for the written refusal certificate the statute requires, since the Banque de France file needs it. File the designation request with the full pack rather than a minimal one, because the designated bank will run the same vigilance checks and you want no second round of questions. And if the designated bank refuses in turn, compare its letter with the Versailles pattern: a refusal with no reason invites a formal notice and then a claim, while a refusal listing specific missing documents invites you to supply them first and reapply.

B. How do you release the capital after registration and keep the account running under AML vigilance?

Once the greffe issues the Kbis, the blocked capital must move to the company, and founders living abroad are often surprised that this step also requires paperwork. The mechanism is simple: present the extrait Kbis (the official extract proving registration) and the bank details of the company operating account to the depositary that holds the funds, and the depositary releases the money to the company. Where the operating account was opened by the designated bank under the right-to-account procedure, the release is wired there; where the depositary is a notaire or the Caisse des dépôts, the release follows their standard forms, usually within days of receiving the Kbis. If the company is ultimately not formed, the subscribers recover their contributions on presentation of the documents proving that registration did not occur, which is why the depositary keeps the subscriber list with the sums paid by each of them. Two blockages recur at this stage. The first is a depositary that delays the release while asking for fresh identification of the representative or the beneficial owners; this is generally the same vigilance duty continuing after registration, and the fastest answer is to resend the updated identification pack rather than to dispute the principle. The second is an operating bank that freezes incoming capital or early flows pending review; here again the statute explains the bank position, since “Lorsqu’une personne mentionnée à l’article L. 561-2 n’est pas en mesure de satisfaire aux obligations prévues à l’article L. 561-5 ou à l’article L. 561-5-1 , elle n’exécute aucune opération, quelles qu’en soient les modalités, n’établit ni ne poursuit aucune relation d’affaires” (Article L561-8 of the Monetary and Financial Code). A bank that cannot satisfy its identification duties performs no transaction at all, which reads harshly but protects the company as much as the bank. Keeping the account running afterwards obeys the same logic of continuous vigilance recalled above: the bank monitors that transactions stay consistent with what it knows of your business, so announce changes before they happen, such as a new large client, a capital increase, a loan from the foreign parent or a shift in activity, and keep the beneficial-owner register entry current, since an outdated entry is the most common trigger of a sudden documentary freeze. For founders based in Paris and the Île-de-France region, two local notes help. Summary proceedings to seek an opening order or interim relief against a Paris bank go before the president of the Paris judicial court or the Paris commercial court depending on the nature of the claim, and Paris judges apply the serious-dispute test exactly as the Locial decision illustrates, so arrive with a complete file and proof that every bank question was answered. The Paris greffe also processes a high volume of foreign files, and examiners there check the deposit certificate against the subscriber list with particular care, so consistency between the articles, the certificate and the ownership chart avoids the rejection loop that leaves capital blocked while the filing bounces back. If every route still fails, the escalation ladder is a formal notice setting a short deadline, an application in summary proceedings where urgency and the absence of a serious dispute can genuinely be shown, a complaint to the bank mediator named in the account documents, and, for the designation track, a return to the Banque de France with the new refusal letters. Throughout, only a judge decides where the line falls between a faulty refusal and a justified vigilance refusal, contracts and bank documents signed by the parties prevail over general commentary, and no official finding of intrusion, loss or liability should be asserted beyond what the sources state.

Conclusion

A refused bank account and blocked formation capital feel like a judgment on your project, but French law treats them as a procedure to work through rather than a verdict. Deposit the capital with the right depositary from the start, whether a bank, a notaire or the Caisse des dépôts, and secure the certificate that unlocks registration. Build one complete bilingual identification file covering the company, its directors and every beneficial owner, and answer each vigilance question with documents, because the Paris courts protect banks whose precise questions go unanswered. Demand every refusal in writing and use the Banque de France designation without delay, because the Versailles courts sanction designated banks that refuse without a valid reason. Present the Kbis promptly to release the funds, keep the beneficial-owner information current, and announce atypical flows before they arrive so that continuous vigilance never becomes a freeze. Handled in that order, with dated letters at every step, the banking bottleneck that stops so many foreign formations becomes a managed sequence with a predictable end: a registered company, released capital and an operating account that survives its first compliance review.