You signed the articles, transferred the funds for the share capital and asked a French bank to open the company account. The answer came back cold: the bank declines, requests more documents, or simply stops replying. From abroad, this single refusal freezes everything. Without a deposit certificate from the bank, the greffe (the registry office attached to the French commercial court) will not register the company; without registration there is no Kbis (the official extract that proves a French company exists on the registre du commerce et des sociétés, or RCS, the French commercial and companies register); and without the Kbis the paid-up capital stays locked. Founders often discover at this point that French law treats the project as a company in formation, a structure with no legal personality in which the people who signed remain personally and jointly liable for every commitment.

This article is written for the foreign founder or foreign group that already chose a French vehicle and now faces a bank refusal while living outside France. It is not another general guide to choosing between an SAS, an SARL, a branch and a subsidiary, and it does not repeat the INPI filing path described for a rejected one-stop-shop file. It answers three practical questions in order: how to get the capital deposited and certified from abroad, how to turn a refusal into a documented attestation and then into an account through the statutory right-to-an-account procedure before the Banque de France (the French central bank), and how to survive legally until the Kbis arrives. Every French acronym is explained, every decisive rule is linked to its official text, and the case law is quoted word for word from the Cour de cassation (the French supreme court for civil and commercial matters).

I. Why French banks say no to a foreign-owned company and what the refusal must contain

A. How to deposit the share capital from abroad and obtain the blocking certificate the greffe expects

French company law requires that cash contributions be paid up and parked before registration. In a SARL (société à responsabilité limitée, the French private limited company), Article L. 223-7 of the Commercial Code provides that shares representing cash contributions must be paid up by at least one fifth of their amount at subscription, that the balance follows within five years on the manager’s call, and that the funds coming from the release of the shares are deposited under conditions and time limits set by decree. In a joint-stock structure, Article L. 225-3 of the same code requires the capital to be fully subscribed and cash shares to be paid up by at least one half of their nominal value at subscription, with the balance within five years of registration. The SAS (société par actions simplifiée, the simplified joint-stock company favoured by foreign investors) applies these joint-stock rules to the extent they are compatible with its own chapter, as Article L. 227-1 of the Commercial Code states. Contributions in kind, by contrast, must be fully paid up at once, and the allocation of the shares must appear in the articles. A founder who wires the full amount without distinguishing the paid-up fraction, or who mixes personal funds with company funds on the same transfer, creates the first documentary mismatch that later blocks the file.

The deposit itself is a banking act, not a filing act. The funds are lodged with a bank, a notary (notaire) or the Caisse des dépôts, which issues a deposit certificate (attestation de dépôt des fonds) identifying the company in formation, each subscriber and the amount paid. The greffe expects this certificate among the exhibits for registration, and the amount on the certificate must match the subscribed and paid-up capital stated in the articles down to the euro. From abroad, three details decide success. First, the transfer must be made by each subscriber from an account in that subscriber’s own name, with a reference mentioning the name of the company in formation, so the bank can reconcile subscriber, amount and project. Second, every subscriber must send a valid identity document, proof of address and, where the subscriber is a foreign company, complete corporate documents with sworn translation and, where required, an apostille or legalisation; banks routinely freeze the deposit when the foreign parent’s chain of authority is unclear. Third, the articles attached to the deposit request must already be in near-final form, because any later change to the capital amount or the allocation of shares forces a corrected certificate. Founders who negotiate the share allocation after wiring the money routinely pay for two certificates and lose two weeks.

Once the company is registered, the locked funds are released only against the Kbis. Article L. 210-6 of the Commercial Code provides that commercial companies enjoy legal personality from their registration on the RCS, and that the people who acted in the name of a company in formation before it acquired legal personality are jointly and indefinitely liable for the acts performed, unless the company, after being duly formed and registered, takes over the commitments, which are then deemed to have been undertaken by the company from the start. The practical meaning is direct: the bank lawfully holds the capital until the Kbis proves the company exists, and nobody — neither the founder with a transfer receipt nor the director with signed articles — can order the release earlier. Annual accounts then follow their own calendar once the company lives: Article R. 123-111 of the Commercial Code requires companies to file the accounting documents within one month of their approval by the ordinary meeting, two months for electronic filing. A founder who treats the deposit receipt as proof of existence confuses the starting line with the race.

B. How to read a refusal, demand the written attestation and identify the real reason: identity checks, beneficial owner or incomplete file

A French bank is entitled to choose its customers and may decline to open a business account. What it may not do is leave the applicant with nothing in hand. The official guidance published on the Service-public Entreprendre portal for professional accounts states the rule plainly: a bank is entitled to refuse, but upon refusal it must deliver a written refusal attestation (attestation de refus) within fifteen days of the request or of the completion of the file, indicating the reason for the refusal and the possibility of applying to the Banque de France under the right-to-an-account procedure; if the bank gives no answer within fifteen days of an account-opening request, silence counts as a refusal. The full official page is available at Refus d’ouverture d’un compte bancaire professionnel : droits et recours. For a founder abroad, this attestation is the most valuable paper of the whole sequence: without it, the Banque de France cannot designate a bank, and the file cannot move. Every request to a bank should therefore be sent in a traceable form — registered letter with acknowledgment of receipt, or an email chain showing the complete file and the date of completion — so the fifteen-day clock has a provable starting point.

Behind most refusals stands one of three documented causes, and each calls for a different cure. The first is anti-money-laundering identification. Article L. 561-5 of the Monetary and Financial Code requires the persons subject to the regime to identify their customer and, where relevant, the beneficial owner, and to verify those identification elements against written probative documents, before entering into a business relationship or assisting in a transaction. Article L. 561-2-2 of the same code defines the beneficial owner as the natural person or persons who ultimately control the customer directly or indirectly, or for whom an operation is executed or an activity carried on. For a foreign-owned French project, this means the bank must see through every layer: the French company in formation, the foreign parent, any intermediate holding, and finally the living individuals with their passports, addresses and ownership percentages. A file that names the parent but hides the ultimate individuals, or that shows different spellings of the same name across the passport, the articles and the bank form, fails this check. The cure is a clean ownership chart, consistent identity papers, and a register of beneficial owners (registre des bénéficiaires effectifs, or RBE, the French register declaring who ultimately owns or controls a company) prepared in parallel with the INPI filing.

The second cause is the mirror of the first: when identification is impossible, the bank must walk away. Article L. 561-8 of the Monetary and Financial Code provides that where a person covered by the regime cannot satisfy the obligations of identification and verification, it carries out no operation and establishes or pursues no business relationship, and the same paragraph expressly extends this to a bank designated by the Banque de France that could not satisfy those obligations. The quoted sentence is categorical: “elle n’exécute aucune opération, quelles qu’en soient les modalités, n’établit ni ne poursuit aucune relation d’affaires”. A founder who pressures the branch, submits substitute papers of lower value, or asks the bank to open first and verify later is asking the bank to break the law. The only lawful path is to supply probative documents: valid passports, recent proof of address, corporate existence certificates for each foreign entity, powers of the signatory, and, for high-risk profiles, evidence of the origin of the funds. Where documents come from outside France, sworn French translations and apostilles should be attached before the bank asks, because each round trip across borders costs ten days.

The third cause is mundane and the most frequent for applicants abroad: an incomplete or inconsistent file presented as complete. The bank form mentions the company in formation, but the articles attached describe a different capital; the lease or domiciliation contract (contrat de domiciliation, the agreement giving the company its registered office address) names a different corporate name; the director’s identity paper expired; the foreign parent’s representative has no written authority to subscribe. The remedy is a reconciliation table before any new application: corporate name, capital, paid-up fraction, allocation of shares, registered office, director, bank signatory — identical across articles, bank forms, deposit request and INPI draft. One further trap deserves attention. The right-to-an-account procedure described below requires the applicant to hold no deposit account in France and to prove a refusal. A founder who already opened a personal French account, or whose foreign parent holds an account usable for the purpose, should check eligibility before filing, because the Banque de France designation turns on these conditions. Keeping the refusal attestation, the dated file and the proof of sending is therefore not administrative courtesy; it is the evidence on which the next stage rests.

II. How to force a solution from abroad: right to an account, company in formation and release of the funds

A. How to trigger the Banque de France designation and open a basic account without flying to France

The right to an account (droit au compte) is the statutory answer to a refusal. Article L. 312-1 of the Monetary and Financial Code opens with the principle that any natural or legal person domiciled in France, deprived of a deposit account in France, has the right to open one with the credit institution of its choice; a French company in formation whose registered office (siège social) is in France falls within this circle once its file is coherent. The decisive sentence follows: “En cas de refus de la part de l’établissement choisi d’ouvrir un tel compte à l’une des personnes mentionnées au I, celle-ci peut saisir la Banque de France afin qu’elle lui désigne un établissement de crédit situé à proximité de son domicile ou d’un autre lieu de son choix, en prenant en considération les parts de marché de chaque établissement concerné, dans un délai d’un jour ouvré à compter de la réception des pièces requises définies par arrêté.” The bank that refused must systematically provide the refusal attestation without delay and inform the applicant of the recourse to the Banque de France; the institution designated by the central bank must then open the account within three business days of receiving the complete set of documents, and the management of that account is governed by a written agreement offering basic banking services under regulated conditions. The statute even requires the refusing bank to offer a natural person to forward the designation request on the applicant’s behalf; legal persons and founders acting for a company in formation file directly or through a representative holding a written power.

In practice, the filing goes to a Banque de France branch with a standard form and exhibits, and the Banque de France publishes the procedure and the forms on its official page at Faire valoir votre droit au compte bancaire, including dedicated forms for legal persons in French and in English. The file should contain the refusal attestation (or proof of fifteen days of silence), a declaration of having no deposit account in France, identity documents of the applicant and of the beneficial owners, the draft articles, the registered-office title or domiciliation contract, and, for a foreign parent, the corporate chain with translations. The designation letter issued by the Banque de France remains valid for six months, which gives a founder abroad enough time to complete the remaining exhibits. Two cautions matter. First, the designated bank still performs its identification checks, and under Article L. 561-8 it will refuse if those checks cannot be satisfied — the designation is a second chance, not an exemption from identity proof. Second, the account opened under this procedure carries basic banking services with regulated content and pricing; it receives the capital, pays the registration costs and supports the first operations, and the company can later negotiate a full commercial relationship once the Kbis and the first activity exist. Founders who present the designation as an order that the bank must obey without documents misunderstand the mechanism and lose weeks arguing instead of completing.

Distance does not prevent the procedure, but it requires organisation. Everything can be prepared from abroad: the refusal file by email and registered letter, the Banque de France form downloaded and completed, exhibits scanned in legible colour, translations attached, and a representative in France holding a special written power for the branch appointment and for signing the account agreement. Where the registered office is in Paris or elsewhere in Île-de-France (the Paris region), practical details follow the seat: the greffe (registry) of the Paris Commercial Court for a Paris seat, or the registry of the département of the seat elsewhere in the region; the Banque de France branch near the chosen place; correspondence in French with the bank’s business desk. Paris banks see foreign files daily and their compliance desks react better to a complete, translated, internally consistent file than to repeated calls. One operational sequence works repeatedly: apply to one bank with a complete file and keep dated proof; on refusal or fifteen days of silence, collect the attestation; file the right-to-an-account request immediately with the full exhibit set; use the designation promptly; deposit the capital on the designated account; obtain the deposit certificate; file for registration. Each stage has its own clock — fifteen days for the attestation, one business day for designation once the file is complete, three business days for opening — and the founder who lets the refusal letter sleep in a drawer resets every clock to zero.

B. How to sign, spend and survive before the Kbis: acting in the name of the company in formation and recovering the capital

Between the deposit and the Kbis, the company has no legal personality, and every signature must reflect that. The Cour de cassation recalled the framework in three commercial judgments of 29 November 2023 on acts performed for companies in formation. In the central ruling, Commercial Chamber, 29 November 2023, appeal no. 22-18.295, the Court restates the statute: “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.” It adds the consequence: “Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” The companion ruling, Commercial Chamber, 29 November 2023, appeal no. 22-12.865, applies the same framework to a commercial lease granted to a company in formation. The lesson for a founder abroad is concrete: sign every pre-registration document expressly in the name of (au nom de) or for the account of (pour le compte de) the named company in formation, list those commitments in an annex to the articles or in a shareholders’ decision, and have the registered company take them over after the Kbis. A lease, a domiciliation contract, a supplier order or a bank mandate signed without that express mention may be treated as the personal act of the signatory, and the company may be unable to take it over.

The same rulings changed one point of daily practice in the founder’s favour without removing the discipline. The Court now recognises that judges may examine all the circumstances, inside and outside the document, to decide whether the common intention of the parties was that the act be concluded in the name or for the account of the company in formation, so that the company can later take it over after acquiring legal personality — even where the wording is defective. Founders should not read this as permission to sign loosely. The company still needs a trace: the draft name used consistently, the reference to formation status on each document, email exchanges showing the counterpart knew it was dealing with a project becoming a company, and a formal takeover after registration. The takeover itself follows the Commercial Code: commitments made during formation and listed in the articles are taken over automatically upon signature of the articles and registration; other commitments require a specific decision of the shareholders after the Kbis. Until that moment, the founder remains the debtor, and a landlord or supplier who is not paid can pursue the founder personally. Limiting pre-registration signatures to what is strictly necessary — the office title, the bank file, the insurance — reduces this personal exposure more effectively than any clause.

Once the Kbis is issued, the sequence closes quickly if the papers are ready. The Kbis itself is the company identity card: corporate name, form, capital, registered office, director, SIREN number (the nine-digit company identifier issued by INSEE, the French statistics institute) and registration references. It is published in substance through the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette for company registrations and insolvency notices) and verifiable by any counterpart. The founder presents the Kbis to the bank holding the locked capital, which releases the funds to the now-existing company; the director then activates the full account, registers for VAT (value added tax) where the activity requires it, declares the beneficial owners in the RBE, and starts the employer’s and tax calendars. If registration fails and the project is abandoned, the same bank returns the funds to the subscribers against proof that the company was not formed, which is why the deposit certificate identified each subscriber individually. Three errors waste the most money at this stage: distributing the capital to shareholders before the Kbis as if it were available cash, signing a long lease in the founder’s own name and then discovering the company cannot take it over cleanly, and leaving the paid-up fraction below the statutory minimum — one fifth for a SARL, one half for joint-stock cash shares — which exposes any later capital increase to challenge. The bank refusal that opened this article is therefore not the end of the project; handled as a documented procedure, it becomes the paper trail that proves the founder acted properly from the first euro to the Kbis.

Conclusion

A French bank may lawfully decline a company account, but it must document its refusal, and French law gives the foreign founder a complete toolkit for the rest. Articles L. 223-7, L. 225-3 and L. 227-1 of the Commercial Code fix the paid-up fractions and the deposit; Article L. 210-6 withholds legal personality until registration and channels pre-registration acts through express signature and takeover; Articles L. 312-1, L. 561-5, L. 561-2-2 and L. 561-8 of the Monetary and Financial Code organise identification, justified refusal and the right-to-an-account designation by the Banque de France; Article R. 123-111 sets the accounting clock that starts once the company lives. The Cour de cassation, on 29 November 2023, confirmed both the personal liability of those who sign during formation and the retroactive effect of a proper takeover. From abroad, the winning method is unglamorous: one complete bank file with dated proof, the written attestation within fifteen days, an immediate Banque de France filing with translated exhibits, capital deposited on the designated account, every pre-Kbis signature made expressly in the name of the company in formation, and release of the funds against the Kbis. The refusal letter is not a verdict on the investment. It is the first exhibit of a file that ends at the greffe.