For a foreign founder, a French company capital deposit can look like a simple banking formality: transfer the subscribed cash, obtain a certificate, sign the articles of association, and file the incorporation through the French one-stop shop. A refusal changes the timetable immediately. Without the certificate of deposit, the incorporation file may be incomplete, yet the bank may be unwilling to open the account because the company does not exist as a legal person before registration. That circular problem is real, but it is not a reason to abandon the project or to send the same incomplete file to several banks.
This guide addresses a precise situation: a credit institution has refused, delayed, or questioned the deposit of the share capital of a French SAS, SASU, SARL, EURL, or SA for a founder established abroad. It separates three questions that are often confused. First, what the certificate proves and which documents the depositary may lawfully request. Second, how to turn an informal refusal into an actionable written record. Third, when a different depositary, a notary, a power of attorney, or the French right-to-account procedure can help. The answer depends on the stage of the incorporation, the identity of the subscribers, the source of the funds, and whether the company already has a Kbis, meaning the official extract showing registration in the French commercial register.
The practical objective is to preserve evidence, cure the real obstacle, and secure a deposit certificate that can be used in the registration process. The legal sources linked below are official French texts and decisions. French terms are explained when they are used, because a foreign founder should not have to guess whether a request concerns incorporation, anti-money-laundering checks, tax registration, or the future operating account.
I. What does a refused French capital deposit mean for a foreign founder?
A. What does the capital deposit certificate prove before registration?
This article fits within our French company formation and corporate advice resources, but it focuses on the refusal point that can stop an otherwise prepared foreign-founder file.
The starting point is the legal status of a company in formation. Article L. 210-6 of the French Commercial Code provides that “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation”. In plain English, a commercial company becomes a legal person when it is registered, not merely when the founders sign a draft or transfer money. The registration is normally reflected in a Kbis, the registry extract issued after the filing is accepted. The RCS, or Registre du commerce et des sociétés, is the commercial register. Since the Guichet unique is the mandatory digital channel for most business formalities, the file will also be connected to the RNE, the Registre national des entreprises, maintained through the French National Institute of Industrial Property, known as INPI.
That timing explains why the deposit account is normally opened in the name of the company “in formation.” The account is not yet the ordinary operating account of an incorporated French business. It is a restricted account intended to receive the cash contributions promised by the subscribers. The official Service-Public guidance explains that the capital deposit is mandatory for commercial companies such as an SAS, a société par actions simplifiée, an SA, a société anonyme, and a SARL, a société à responsabilité limitée. It also states that the deposit may be made with a credit institution or a notary, while a payment institution cannot receive this capital deposit for the purpose of issuing the incorporation certificate. See the official explanation of share-capital deposits and certificates.
The certificate is therefore not a bank-account confirmation in the broad commercial sense. It is evidence that the depositary received the amount described in the incorporation documents. It should identify the proposed company, its registered office, the total capital, each subscriber, the amount paid by each subscriber, and the date and place of the deposit. Service-Public lists the usual supporting file: a request for deposit, proof of payment, the identity and address of the legal representative, the list of subscribers and their identity documents, and a complete draft of the articles of association prepared within the relevant period. For a foreign founder, the practical file is often larger because the depositary must understand the ownership chain and the origin of the funds.
The Commercial Code uses the same documentary logic for registration. Article R. 123-103 refers to “un exemplaire du certificat du dépositaire des fonds”, with the list of subscribers in the case of a company limited by shares. Article L. 225-5 adds that funds arising from cash subscriptions and the subscriber list “font l’objet d’un dépôt dans les conditions déterminées par décret en Conseil d’Etat”. These provisions matter to a foreign founder because a bank’s request for a coherent subscriber list is not an arbitrary preference: the document will later connect the money received with the capital stated in the articles and the registration filing.
The type of company also affects what must be paid at the first stage. An SAS or SASU may have capital of one euro or more, but at least half of each cash contribution must generally be paid when the capital is subscribed, with the balance paid within five years. The official text of Article L. 227-1 describes an SAS as a company that “peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport”. For a SARL or EURL, the initial proportion for cash contributions is generally one fifth, with the remainder payable within five years. Article L. 223-7 of the Commercial Code sets out that SARL payment rule; the official provision should be checked against the company’s exact form. An SA has its own, more demanding capital and subscription rules, including the requirement that the capital be fully subscribed and at least half of cash shares paid at subscription under Article L. 225-3 of the Commercial Code.
A bank that refuses a deposit is not necessarily saying that the proposed company cannot be incorporated. It may be saying that the particular deposit file is incomplete, that its compliance team cannot validate the ownership or funds, that it will not take the proposed risk, or that the account-opening channel is not suitable for a pre-registration company. Those are different situations. The next step depends on which one has actually occurred.
B. Why can a French bank refuse the deposit file?
French banks are allowed to select their customers. The official Service-Public page on a professional account states in direct terms: “Une banque est libre de choisir ses clients”. A bank can therefore refuse an ordinary business relationship, subject to the specific rules that apply to discrimination, payment services, existing contractual commitments, and the separate right-to-account regime. A foreign founder should not assume that a bank must accept a capital deposit merely because the draft articles are valid. The legal obligation to deposit capital does not identify a particular private bank that must accept every proposed company.
In practice, refusals usually fall into four categories. The first is a formal deficiency: the company name on the transfer differs from the draft articles, the registered office is not evidenced, the subscriber list is incomplete, a passport is expired, the beneficial-owner declaration does not match the shareholding table, or the bank has received a summary instead of the complete draft articles. The second is a source-of-funds problem: the transfer comes from an account that does not clearly belong to the subscriber, the money has passed through several unexplained accounts, or the bank cannot connect the funds to a sale, salary, dividend, loan, or parent-company contribution.
The third category is a cross-border KYC problem. KYC means “know your customer,” the identification and verification process required before a financial institution establishes a relationship. The beneficial owner is the individual who ultimately owns or controls the company, even when a foreign holding company appears as the direct subscriber. Article L. 561-5 of the Monetary and Financial Code requires covered institutions to “Identifient leur client et, le cas échéant, le bénéficiaire effectif” and to verify identity through reliable documents. Article L. 561-6 also requires them to “pratiquent un examen attentif des opérations effectuées”. A request for an ownership chart, proof of the parent company’s existence, identification of the ultimate individual owners, and evidence of the commercial activity is therefore normal in a foreign-founder file.
The fourth category is a risk decision that remains even after the documents are complete. The institution may not wish to onboard a non-resident founder, a foreign corporate shareholder, a business with no French operating history, or a structure that requires enhanced review. That is different from an allegation of wrongdoing. The founder’s objective should be to obtain the bank’s position in writing, identify whether a specific document can cure it, and decide whether the deposit should be redirected to another eligible depositary or a notary.
Foreign documents create predictable friction. A bank may ask for a recent extract from the foreign company register, the foreign company’s articles, a board resolution approving the investment, evidence of the signatory’s authority, a passport for each beneficial owner, and proof of residential address. Documents may need a certified French translation, an apostille, or legalisation if the receiving institution or French authority requires it. There is no universal rule that every document from every country must have an apostille; the requirement depends on the country, the document, the applicable treaty, and the recipient’s compliance policy. Sending a certified translation and apostille without checking whether the document is current can still leave the file incomplete.
Funds should also be traced in a way a compliance officer can read quickly. A foreign parent funding a French subsidiary may need a clear explanation of whether the transfer is a capital contribution, a shareholder loan, or another permitted transaction. The transfer reference should match the company name and the purpose stated in the file. If the money is sent by an individual while the subscriber is a company, explain the agency or funding arrangement before the transfer. If a founder pays expenses personally before registration, the incorporation documents and any mandate should explain how the company will take over those commitments after registration.
Article R. 210-6 of the Commercial Code is relevant to that last point. It provides that an inventory of commitments made for the company in formation can be attached to the articles and that “la signature emporte reprise des engagements par la société” once the company is registered, within the conditions of the provision. The rule does not turn an unincorporated company into a legal person. It does, however, help founders document who acted, for what future company, under what authority, and how the registered entity will assume the commitment. That discipline is especially useful when a foreign director or shareholder cannot appear in France.
A refusal should therefore be analysed rather than treated as a final verdict. Ask whether the message says “file incomplete,” “risk decision,” “we do not accept non-resident founders,” “source of funds not established,” or simply “we do not open this type of account.” Each answer leads to a different next move. Do not alter the company form, shareholders, or capital merely to satisfy an unexplained oral comment. First create a dated record of the request, the documents delivered, the transfer attempt, and the reason given.
II. How can a foreign founder unblock the French incorporation?
A. What should you send after a French bank refuses the deposit?
The first practical step is to stop making unstructured submissions. Send a short written request to the branch, onboarding team, or compliance contact asking for one of two things: a precise list of missing or unacceptable documents, or a formal refusal of the requested account or capital deposit. Keep the original request, the date of receipt, the bank’s answer, and the identity of the person who handled the file. An email may be useful for speed, but a registered letter or a hand-delivered document with proof of receipt gives the timeline stronger evidence. If the bank has refused only by telephone, write a confirmation email that accurately records the call and invites correction if the summary is wrong.
Build a single indexed evidence pack rather than sending twenty attachments in separate messages. A useful order is: a cover letter; the proposed company name and registered office; the draft articles; the capital table; the list of subscribers; identity documents; address documents; the foreign company registry extract if a corporate subscriber is involved; the ownership chart; beneficial-owner identification; board or shareholder approval for the investment; proof of source of funds; the proposed director’s mandate; and evidence of the French registered office. Use consistent names, dates, and transliterations in every document. If a name appears with two spellings because of a passport or foreign registry convention, explain that difference in the cover letter.
For a foreign corporate subscriber, add a one-page transaction map. It should state who owns the foreign company, who controls it, which entity will subscribe for the French shares, who will sign, from which account the funds will come, why the French entity is being formed, and what business it will conduct. If the French company will be a subsidiary, attach the parent’s resolution and explain the intended relationship. If the contribution is made by an individual on behalf of the company, provide the mandate and the evidence that the individual is authorised. A compliance officer should be able to understand the chain without reconstructing it from bank statements.
For source of funds, provide documents proportionate to the transaction: audited or management accounts for a parent company, a bank statement showing the transfer path, a sale agreement, dividend documentation, a loan agreement, or other evidence that explains how the subscriber obtained the money. Redact unrelated transactions, but leave enough information to identify the account holder, bank, dates, and balances. Do not create an artificial invoice or backdate a board resolution. If the source is a shareholder loan, label it as such and obtain French tax and corporate advice before assuming that it can replace subscribed share capital.
Check the amount and timing against the company form. An SAS file that pays less than the required first instalment can be rejected even when the total intended capital is sufficient. A SARL file may use a different first-payment threshold. The capital stated in the articles, the amount in the subscriber list, the transfer amount, and the bank’s certificate must reconcile. If the bank has received funds but cannot issue the certificate because the file is incomplete, ask whether it will hold the money pending completion, return it, or require a new transfer. Obtain the answer in writing before moving the same money a second time.
Also check the deposit account’s name. The account should be opened for the company in formation, not as a personal account of the founder and not as the final operating account of a company that has not yet been registered. The proposed registered office should be sufficiently evidenced. A domiciliation agreement, lease, owner consent, or other accepted proof may be needed. The bank may also compare the activity described in the articles with the business plan, website, contracts, invoices, or client countries. A vague purpose such as “all commercial activities” gives less useful information than a concise description of the actual service, market, and expected flows.
Once the pack is corrected, submit it with a cover message that asks for a decision within a defined period. Do not threaten the bank or accuse it of discrimination without evidence. Explain that the request concerns a restricted capital-deposit account for a company in formation, identify the proposed depositary, and ask which document remains outstanding. If the institution confirms a commercial risk decision rather than a curable deficiency, ask for the formal refusal certificate. The certificate may be needed for a later right-to-account application, although the exact eligibility of a company in formation must be examined separately.
The general professional-account procedure gives a useful timetable. Service-Public states that a bank refusing an ordinary professional account must provide a refusal certificate within fifteen days after receiving the request, and that silence at the end of that period can count as a refusal. The page also explains that the certificate should state the reason and inform the applicant about the possibility of applying to the Banque de France. Those rules concern the right-to-account route and should not be confused with an automatic duty to accept every pre-incorporation capital deposit. Nevertheless, preserving the date of the complete request is important.
Before changing the shareholders or legal form, obtain a second legal and banking assessment. A bank’s refusal may expose a mismatch in the business model rather than a problem with the SAS or SARL itself. Conversely, changing to another company form without solving the beneficial-owner or source-of-funds issue will usually move the same obstacle into a new file. The best response is a narrow correction plan: one missing document, one explanation, one responsible signatory, and one revised submission date.
B. Can a notary or the French right-to-account procedure replace the bank?
A notary may be an alternative depositary for the capital. Service-Public expressly identifies the credit institution or the notary as the channels for the deposit and certificate. This route can be useful when the founder’s file is legally coherent but a particular bank has made a risk decision, when the founder needs a French professional to review the documentary chain, or when the founders are signing from different countries. The notary will still need to identify the subscribers, verify the payment, understand the company documents, and comply with professional anti-money-laundering obligations. A notary is not a way to conceal the origin of funds or bypass an inconsistent ownership structure.
Ask the notary in advance for a written list of documents and for confirmation that the proposed transfer route is accepted. Confirm whether the notary will receive funds from the subscriber’s account, whether a power of attorney can be used, which translations are required, and how the certificate will describe the company and the amount. Keep the transfer evidence and the notary’s receipt. If different subscribers pay from different countries, the capital table should identify each payment precisely. If the notary declines, request the reason before approaching another depositary; otherwise the same documentary gap may follow the founders.
The right to a bank account is a separate legal mechanism. Article L. 312-1 of the Monetary and Financial Code states that a qualifying applicant “A droit à l’ouverture d’un compte de dépôt dans l’établissement de crédit de son choix”, subject to the conditions and services specified by law. The Banque de France can designate a credit institution after the applicant has demonstrated a refusal and supplied the required information. Service-Public describes a file containing, for a legal person, the Kbis or RNE extract, identification of the legal representative, a refusal certificate, a declaration that no deposit account is available in France, and the relevant form. The designated institution then provides the list of documents needed to open the account.
The Kbis or RNE requirement creates a critical limit for a company that is still only “in formation.” Before registration, the company generally has no legal personality under Article L. 210-6 and may not yet be able to supply the extract requested for the right-to-account file. A founder should not assume that sending a draft registration file to the Banque de France will force a bank to accept the capital deposit before incorporation. The right-to-account route may become materially more relevant after registration, when the legal entity is domiciled in France and can produce the required registry evidence, or for an individual or existing legal person that independently satisfies the statutory conditions. Eligibility should be confirmed from the current facts before an application is filed.
French administrative decisions show why completeness matters. In Conseil d’État, 6th and 1st chambers combined, 10 September 2014, no. 381183, the court considered the right-to-account framework in the context of the public-interest objective to “lutter contre les situations d’exclusion bancaire”. In CAA Paris, 9th chamber, 24 January 2025, no. 23PA01643, the court examined the consequences of an incomplete file and stressed the relevance of the conditions being met, “indépendamment de la date de réception des lettres de désignation”. These decisions do not turn the procedure into a pre-incorporation capital-deposit guarantee. They reinforce the need to document eligibility and submit a complete file.
The designated account also has a narrower purpose than a normal commercial relationship. The right-to-account provides basic banking services; it does not necessarily give the founder a full package of international payments, cash management, credit, cards, or multi-currency services. The Cour de cassation, commercial chamber, 30 June 2021, appeal no. 19-14.313, addressed the limited nature of that relationship and recognised that “l’établissement de crédit peut résilier unilatéralement la convention de compte assorti des services bancaires de base” in the circumstances considered by the decision. The route is a safety mechanism for access to basic deposit-account services, not a substitute for choosing an operating bank that understands the company’s cross-border needs.
There is a second pre-incorporation issue: who signed contracts or gave instructions before the company existed? Article R. 210-6, linked above, addresses the inventory and takeover of commitments. The Commercial Code also requires a clear link between the act and the future company. In a dispute about whether a contract was concluded for a company in formation, the Cour de cassation, commercial chamber, 29 November 2023, appeal no. 22-12.865, held that “il appartient au juge d’apprécier souverainement” whether the parties intended the act to be concluded in the name or for the account of the future company, after examining the circumstances. A foreign founder should therefore keep mandates, draft documents, emails, and signatures aligned. The capital-deposit problem should not create a second personal-liability problem.
Once the company is registered, the depositary normally releases the funds against evidence of registration. The capital then moves to the company’s operating account, subject to the depositary’s process. Registration and tax formalities are related but separate. The French tax administration explains the creation formalities and the role of the Guichet unique on its official business-creation page. The SIE, or Service des impôts des entreprises, handles the company’s tax relationship; the certificate of capital deposit is not a VAT number, a corporate-tax registration, or proof that every tax formalité has been completed. If the company hires employees, URSSAF, the body that collects social-security contributions, will also become relevant, but that is a later operational issue.
A simple escalation sequence is therefore available:
- Preserve the original request, the bank’s response, the transfer evidence, and the date of every communication.
- Ask for a written reason and distinguish missing documents from a final risk decision.
- Reconcile the draft articles, subscriber list, capital table, transfer amount, company name, and registered office.
- Prepare a foreign-founder evidence pack covering identity, authority, ownership, beneficial ownership, business activity, and source of funds.
- Ask whether the institution will accept a corrected file, return the funds, or maintain the refusal.
- Approach an eligible alternative depositary or a notary with the complete pack, without concealing the earlier refusal.
- Assess the right-to-account procedure only if the applicant can satisfy the current statutory conditions, including the registry evidence required for a legal person.
- After registration, obtain the Kbis or RNE evidence, request release of the capital, and complete the separate operating-account and tax steps.
This sequence is more reliable than repeatedly submitting the same PDF bundle. It also creates a usable file if the founder later needs to explain the chronology to the greffe, meaning the court registry handling the relevant filing, to the Banque de France, to a notary, or to counsel. If a deadline for a lease, investment, licence, or client contract is approaching, the founder should document the dependency and consider whether the commitment can be signed in the name of the founder with a valid mandate, or whether it must wait for registration. The answer is fact-specific and should not be hidden in a generic bank-account application.
Foreign founders should also distinguish capital from cash-flow planning. The capital deposit proves the subscribed contribution at incorporation. It does not guarantee that the bank will later approve a credit facility, an overdraft, a payment card, international transfers, or a merchant account. If the business needs immediate payments after registration, select the operating bank and payment providers while the capital file is being prepared. That planning avoids the common mistake of treating a successful certificate as a guarantee of every future banking service.
For broader background on the documents generally requested to open a French business account, see this foreign-company account guide. The present issue is narrower: a refusal to receive or certify the capital before the company has obtained its registration extract. The distinction matters because an article about ordinary account opening cannot answer whether a company in formation is eligible for the right-to-account procedure or whether the capital must be redirected to a notary.
Conclusion
A French bank’s refusal to accept a foreign founder’s capital deposit is not automatically a refusal of the company’s incorporation. It may be a curable document problem, a cross-border KYC review, a source-of-funds concern, or a commercial risk decision. The founder should obtain the reason in writing, reconcile the articles and subscriber documents, explain the ownership and money trail, and ask for a clear decision on the corrected file. A notary can be an alternative depositary where the legal and compliance file is acceptable. The right-to-account procedure is different and should not be treated as an automatic pre-registration solution: a company in formation may not yet have the Kbis or RNE extract required for the application.
The safest file contains one consistent company identity, a complete capital table, valid identity and address documents, evidence of authority, beneficial-owner information, a credible source-of-funds explanation, and a precise mandate for any pre-incorporation act. After the deposit certificate is issued and the company is registered, the funds can be released and the ordinary operating, tax, and social-security formalities can be completed. A foreign founder who preserves the chronology and separates each legal question will usually have more options than a founder who simply resends the same unexplained transfer.
Official legal references used in this guide. The principal sources are Article L. 210-6, Article L. 225-3, Article L. 225-5, Article L. 227-1, Article L. 223-7, Article R. 123-103, Article R. 210-6, and Article R. 22-10-6 of the French Commercial Code; Articles L. 312-1, L. 561-5, and L. 561-6 of the Monetary and Financial Code; Article R. 22-10-6 on the eight-day deposit period; and the decisions of the Conseil d’État, CAA Paris, and Cour de cassation linked above. The official administrative guidance is available through INPI’s Guichet unique information and the Service-Public capital-deposit page.
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