Your French company is growing, the initial capital is running thin, and you live in London, New York, Dubai or Singapore. The bank asks for stronger equity before extending an overdraft, a key hire wants shares, or a new investor is ready to wire funds on condition that the capital table is clean. You need to put more money into your French SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose) or SARL (société à responsabilité limitée, the limited liability company with parts sociales instead of shares) while you are thousands of kilometres away. This operation is called an augmentation de capital, a capital increase, and it follows a strict choreography: vote it correctly, protect or waive preferential rights, price the new securities, prove that the money really arrived, have contributions in kind independently checked, and register the result so that the Kbis (the official company identity certificate issued by the greffe, the registry of the commercial court) shows the new figure. Each step can be done from abroad with powers of attorney, video participation where the articles allow it, and a French bank, notary or fund depositary acting as the recipient of the cash. But each shortcut carries a sanction, and French courts annul increases voted or paid in breach of the rules. This guide walks you through the full path, from the extraordinary general meeting to the filing at the RCS (Registre du commerce et des sociétés, the French companies register) and the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company notices are published), so that money wired from abroad becomes solid, unchallengeable capital.
I. Vote the capital increase from abroad without losing control of the company
The capital increase is born in a vote, not in a wire transfer. Money sent to the company account before any decision is only a shareholder loan or a current-account advance, with none of the permanence of capital. The decision belongs to the shareholders, and the majority shareholder living abroad must organise it with the same care as if everyone sat around the same Paris table, because the minority, the auditor and even a future buyer will read these minutes.
A. How foreign shareholders decide the increase and handle preferential subscription rights
French company law gives the power to decide a capital increase to the extraordinary general meeting, the assemblée générale extraordinaire, usually shortened to EGM. The rule is stated bluntly in the Commercial Code: “L’assemblée générale extraordinaire est seule compétente pour décider, sur le rapport du conseil d’administration ou du directoire, une augmentation de capital immédiate ou à terme.” In an SAS, the articles of association allocate powers freely, so the decision may belong to the collectivity of shareholders voting in the forms the articles provide, including videoconference, written consultation or electronic vote, but the logic is identical: a collective shareholder decision, taken on the basis of a management report, fixes the principle, the maximum amount, the type of securities and the timetable. The same article adds that the meeting may delegate implementation to the board or the management within five years, which is precisely the tool a founder living abroad needs: one EGM votes the envelope and delegates, and the president executes the tranches as the foreign funds arrive, with a supplementary report each time the delegation is used. When the board uses such a delegation, “le conseil d’administration, ou le directoire, établit, au moment où il est fait usage de l’autorisation, un rapport complémentaire décrivant les conditions définitives de l’opération établies conformément à l’autorisation donnée par l’assemblée.” Keep that second report: it is the document a bank or a buyer asks for two years later to prove the increase was executed inside the delegated envelope.
The most sensitive point of the vote is the DPS, the droit préférentiel de souscription, or preferential subscription right. Every existing shareholder holds, in proportion to the shares already owned, a priority right to subscribe to new cash shares, so that a founder who owns 60 percent cannot be diluted to 20 percent overnight by an increase subscribed by a newcomer alone. The Code states the principle in one sentence: “Les actions comportent un droit préférentiel de souscription aux augmentations de capital.” Shareholders may individually waive their rights, and the meeting may vote to suppress the right for all or part of the increase, but that suppression follows a fenced path: a management report, a special report of the statutory auditor where one exists, and the qualified majority the text requires. The provision reads: Article L. 225-135 of the Commercial Code then provides that the meeting “peut supprimer le droit préférentiel de souscription pour la totalité de l’augmentation de capital ou pour une ou plusieurs tranches de cette augmentation”, under the conditions set by the following articles, ruling on the basis of a management report. In practice, the foreign founder who wants to bring in an outside investor votes the suppression for the tranche reserved to that investor, while the founder who injects his own money lets the rights play and subscribes proportionally. Never treat the waiver as a formality: shareholders individually renounce in writing, with the subscription period, the number of shares and the price stated, and the company keeps the waivers with the minutes. The Cour de cassation, the French supreme court for civil and commercial matters, shows how seriously judges take these rights. In a dispute inside the Intégrale group, where a shareholder complained he had been irregularly deprived of his preferential right during a capital operation combined with a reduction to zero, the commercial chamber recalled that suspending the resolutions that carried out the increase suspended the whole tied operation, holding that “la suspension des quatrième, cinquième et sixième résolutions, qui réalisaient l’augmentation du capital et en tiraient les conséquences statutaires, avait nécessairement pour conséquence de suspendre la réduction du capital à zéro” (Cass. com., 4 Jan. 2023, No. 21-10.609). The same judgment confirmed the deprived shareholder’s standing to sue for nullity of the downstream operation, ending with the words: “CASSE ET ANNULE, mais seulement en ce qu’il déclare irrecevable l’action de [E] [N] en nullité de l’apport partiel d’actifs de la société Intégrale à la société Intégrale prépa”. The lesson for a founder abroad is direct: organise the DPS question explicitly in the EGM, record waivers individually, and expect any shareholder squeezed out silently to obtain suspension and then nullity before the commercial court.
Two practical warnings complete the picture for distant shareholders. First, an increase that fails to attract all the planned subscriptions does not automatically collapse: the law lets the meeting limit the increase to the subscriptions received, but never below a floor. The text provides: “En aucun cas, le montant de l’augmentation de capital ne peut être inférieur aux trois quarts de l’augmentation décidée”, unless the meeting resolves otherwise within the options the article lists, including discretionary reallocation of unsubscribed shares or a public offer where expressly authorised. Draft the EGM resolution to state in advance what happens if subscriptions reach only 80 percent: reduction to subscriptions received, reallocation to named persons, or cancellation. Second, if you chose an SARL rather than an SAS when setting up the French vehicle, and you still hesitate about the right structure, read our guide on how to choose between an SAS, a SARL, a branch and a subsidiary in France, because the SARL has its own cash-liberation rule: “Ces parts sont obligatoirement libérées, lors de la souscription, d’un quart au moins de leur valeur nominale.” The balance must then be released within five years from the day the increase becomes final. A founder who wires only 10 percent of the subscribed SARL increase has not completed the operation, and the company cannot validly withdraw the deposited funds until the depositary certificate confirms the legal minimum.
B. How to price the new shares and document contributions without creating tomorrow’s dispute
Once the EGM has spoken, the second decision is the price. In a cash increase with preferential rights maintained, the price matters less because every shareholder can follow proportionally, but as soon as rights are suppressed for a newcomer, the issue price decides how much of the company the founders surrender per euro invested. For listed-style public offers without preferential rights, the Code requires the EGM to set the price or the price-setting method on the basis of a management report and a special auditor report, a safeguard that informs the practice for private SAS operations even when the articles leave pricing to the shareholders. The provision opens with: “L’émission de titres de capital sans droit préférentiel de souscription par une offre au public est soumise aux conditions suivantes”, followed by the report requirements. Transpose the spirit to your private increase: commission an independent valuation or at least a reasoned management note, disclose the method, multiple, discount or nominal-plus-premium construction, and attach the auditor’s observations where the company has one. The share premium, the prime d’émission, the surplus paid above nominal value, belongs to the company and protects existing shareholders against dilution at nominal value; it appears in equity and can later be incorporated into capital or distributed under conditions. Document why the price is fair on the day of the vote, because a minority shareholder who discovers a year later that new shares were issued at a symbolic price while the company held valuable contracts will attack the operation as a disguised gift or an abuse of majority.
Contributions in kind deserve even stricter paperwork. Instead of wiring cash, the foreign parent may contribute shares of another company, a business, software, a patent or equipment to the French subsidiary. French law then requires an independent valuation by a commissaire aux apports, a contributions auditor, appointed unanimously by the founders or shareholders or, failing unanimity, by the court at the request of a founder, a shareholder or the manager. For companies limited by shares the rule states: “un ou plusieurs commissaires aux apports sont désignés à l’unanimité des fondateurs ou, à défaut, par décision de justice, à la demande des fondateurs ou de l’un d’entre eux.” For the SARL the parallel provision reads: “Le commissaire aux apports est désigné à l’unanimité des associés ou, à défaut, par une décision de justice à la demande d’un associé ou du gérant.” The auditor values each contribution under his own responsibility, states whether the value is not overestimated, and his report is filed and made available before the vote. If the shareholders retain a value higher than the auditor’s proposal, or skip the auditor where one was mandatory, the managers and the subscribers face five years of joint liability toward third parties for the assigned value. The Cour de cassation added a sharp independence requirement in May 2026: where the appointed contributions auditor had previously performed accounting work for the very company whose shares were contributed, the deliberations taken on the basis of his report are void. The court held: “Il résulte de la combinaison des articles L. 225-149-3, dans sa rédaction alors applicable, L. 225-147, L. 227-1 et L. 822-11-3, devenu L. 821-31, du code de commerce que les fonctions de commissaire aux apports sont, à peine de nullité des délibérations prises au vu de son rapport, incompatibles avec toute activité ou tout acte de nature à porter atteinte à son indépendance”, adding: “Il en est ainsi lorsque le commissaire aux apports a, avant sa désignation, accompli, pour le compte de la société dont les titres sont apportés, une mission d’expertise-comptable de cette société.” And the nullity spreads: “Cette nullité s’étend à la lettre de mission elle-même.” A foreign group must therefore never ask its usual French accountant to rubber-stamp the value of the shares it contributes; it petitions the president of the commercial court for an independent appointee, discloses any prior engagement, and lets the auditor work from audited accounts and a real valuation method. From abroad, the founder’s role is to send complete, sincere information, certified translations of foreign accounts where needed, and to accept a valuation that may disappoint: an inflated contribution collapses at the first dispute, while a conservative, well-documented one survives audits, divorces between partners and tax reviews.
II. Pay, certify and register the new capital from abroad
Voting is only half the operation. French law distinguishes subscription, the commitment to take new shares, from liberation, the actual payment, and then requires proof by an independent depositary before a single euro of the increase can be used. The founder living abroad organises this chain like a funds flow: subscription forms signed with powers of attorney, international transfer with a clear reference, depositary certificate, auditor verification where required, EGM or board acknowledgment that the increase is final, updated articles, and filing. Each link has its form, and the greffe checks them.
A. How to wire the funds, obtain the depositary certificate and release the money
Cash subscriptions are paid to a depositary: a bank, the Caisse des dépôts et consignations, or a notary. The depositary holds the funds in a blocked account, verifies the identity of each subscriber under anti-money-laundering rules, and issues the certificat du dépositaire, the certificate that lists the subscribers, the sums paid and the reference of the EGM authorising the increase. Only then can the company acknowledge completion and withdraw the money. In an SARL the Code organises the withdrawal expressly: “Le retrait des fonds provenant de souscriptions peut être effectué par un mandataire de la société après l’établissement du certificat du dépositaire.” In an SAS the practice is identical, built on the general provisions for cash subscriptions and the depositary’s certificate. For a founder abroad, three operational points decide success. First, choose the depositary before the EGM, not after: French banks perform KYC (know your customer) checks on non-resident subscribers, ask for passports, proof of address, company registers, apostilled powers of attorney and the source of funds, and their compliance departments take weeks. A Paris notary often proves faster for a pure capital deposit, because the notary holds funds in a regulated account and issues the certificate on presentation of the transfers and the EGM documents, while the company’s future operating bank can be approached in parallel for the day-to-day account. Second, label every transfer with the exact purpose, such as souscription augmentation de capital, plus the subscriber’s full name and the EGM date, and wire from an account held in the subscriber’s own name: a transfer from an unrelated third party or an unlabeled lump sum triggers questions and delays the certificate. Third, respect the liberation minimum on day one: at least one quarter of nominal value for SARL parts, and for shares the fraction the EGM fixed, with the balance callable within five years. The depositary certificate states what was actually paid; the minutes then record the increase as final only up to the subscribed and released amount, or use the three-quarters reduction mechanism where subscriptions fell short.
Where contributions in kind complete or replace the cash, the chain runs through the contributions auditor’s report and the shareholders’ approval of each appraised value. The EGM that approves the in-kind contribution votes on the auditor’s report, the contributor does not vote on his own contribution, and the minutes record the value retained, the number of shares issued in exchange and the resulting premium. Keep together, for each contributor, the report, the transfer deeds for the contributed assets, the updated shareholder register and the new articles: this bundle is what the greffe, the bank and a future investor examine. Remember the 2026 lesson quoted above: an auditor who previously kept the books of the contributed company voids the deliberations and even his own engagement letter, so verify independence in writing before appointment. Also remember that cash and kind can combine in one EGM authorising two tranches, which suits a foreign parent that contributes shares now and wires cash next quarter under the same delegation, provided each use produces its supplementary report and its own certificate. Finally, inform the RBE, the registre des bénéficiaires effectifs, the beneficial-owners register held with the RCS: if the increase changes who ultimately owns or controls more than 25 percent of the capital or voting rights, or changes the proportions, the company files an updated beneficial-owner declaration through the single formalities portal, the guichet unique. A capital increase that reshuffles control without updating the RBE leaves a visible inconsistency between the Kbis capital figure and the declared owners, which banks detect at the next KYC review.
B. How to file the increase, update the Kbis and challenge an irregular operation
Once the funds are certified and the increase acknowledged as final, the company updates its articles, the article stating the capital, and files the modification with the RCS through the guichet unique, the single online portal operated with INPI (Institut national de la propriété industrielle, the French intellectual-property and business-formalities office) that routes filings to the competent greffe. The filing bundle typically contains the updated articles, the EGM minutes recording the final completion, the delegation reports where applicable, the depositary certificate for cash, the contributions auditor’s report for kind, the list of subscribers and the beneficial-owner update where control changed, plus the publication of a legal notice, the annonce légale, in an authorised journal. The greffe verifies consistency, the Kbis then displays the new capital, and a notice appears in the BODACC. From abroad, the founder grants a French-law power of attorney to counsel or to the president for signature of the portal filings, keeps certified copies of every filed document, and checks the new Kbis line by line: company name, capital figure in figures and words, number of shares or parts, nominal value, and directors. Banks release or extend facilities only against this updated Kbis, and the investor wires the balance only when the RCS shows the capital he paid for.
Deadlines and remedies close the system. The EGM’s authorisation lapses if the increase is not completed within five years, the same five-year horizon that governs the release of unpaid SARL balances, so calendar the delegation’s expiry and complete or renew in time. If an increase was carried out in breach of preferential rights, valuation rules or auditor independence, the deprived shareholder or the company can seek suspension in summary proceedings and then nullity before the commercial court, as the Intégrale litigation demonstrates: the judge suspended the resolutions carrying out the increase, and the supreme court preserved the victim’s action for nullity of the downstream transaction. Act quickly when you discover the irregularity, gather the EGM pack, the depositary certificate, the auditor’s report and the proof of your unexercised rights, and apply for interim suspension before the dilution produces irreversible downstream deals. Conversely, a founder whose increase is attacked defends with the same bundle: reports, individual waivers, valuation notes, certificate and filing receipts prove a regular operation and make the nullity claim fail. One final cross-border warning: a capital increase is not a substitute for a shareholder loan, and a shareholder loan is not capital. If the parent needs the money back within months, a documented current-account advance with interest, ceiling and repayment terms may serve better than an increase followed by a forbidden reduction; if the goal is lasting equity, regulatory ratios and investor confidence, complete the increase properly and let the Kbis speak. Money wired cleanly, certified independently and registered publicly becomes what French business partners trust most: capital that matches the register.
Conclusion
Increasing the capital of a French SAS or SARL from abroad succeeds when the founder treats the vote and the payment as two equally demanding halves. Vote in an EGM that states the amount, the price method and the fate of preferential rights, collect individual waivers where rights are suppressed, and value contributions through an independent auditor with no prior ties to the contributed company. Then pay to a chosen depositary with labeled transfers, obtain the certificate before touching the funds, release at least the legal minimum, and file updated articles, minutes, certificates and beneficial-owner data through the single portal until the Kbis displays the new capital and the BODACC publishes it. The two supreme-court lessons frame the whole exercise: shareholders irregularly deprived of their rights obtain suspension and keep their nullity action, and a contributions auditor who lacks independence voids the deliberations and his own engagement. Built this way, from London, New York or Singapore, the fresh money becomes permanent equity that banks, suppliers, hires and future investors can verify in one public document.