Increasing the share capital of a French company while the foreign shareholders, directors or parent company remain abroad is legally possible, but it is not a bank-transfer exercise. The operation must be designed around the company’s legal form, its articles of association, the rights of existing shareholders, the nature of the contribution, and the evidence that will be filed in France. A successful transaction must also leave a coherent documentary trail: corporate approval, subscription evidence, valuation where necessary, updated articles, the public notice and the filing that updates the company’s records and Kbis.

This guide addresses a French subsidiary, especially a SAS (société par actions simplifiée, or simplified joint-stock company) and a SARL (société à responsabilité limitée, or private limited-liability company), funded by a foreign founder, shareholder or parent company. It distinguishes an equity contribution from a shareholder loan, and it explains the role of the INPI (Institut national de la propriété industrielle), the French authority operating the one-stop business formalities portal. A Kbis is the official extract showing a company’s registration details in the RCS (registre du commerce et des sociétés, or commercial and companies register). The analysis is aimed at a business reader who needs an actionable legal file, not at an individual moving to France or buying property.

I. How should a foreign founder choose and approve a French company capital increase?

A. Which operation fits a French SAS, SARL, branch or subsidiary?

The first question is not how much money the foreign group wants to send. It is what legal operation the French entity is capable of receiving. A branch, known in French practice as a succursale, is not a separate legal person from its foreign parent. It has no share capital to increase in the same way as a subsidiary. A transfer of funds to a branch may be recorded as an allocation of resources, a current-account movement or an intercompany transaction, but it does not create new shares in a French company. A foreign group that wants new French shares, a new investor or a change in ownership percentages normally needs a subsidiary such as a SAS, SARL, EURL or SA.

For a French subsidiary, the capital increase may be carried out by issuing new shares, increasing the nominal value of existing shares, or using another statutory mechanism. The reference rules for companies issuing shares state that “Le capital social est augmenté soit par émission d’actions ordinaires ou d’actions de préférence, soit par majoration du montant nominal des titres de capital existants” in Article L. 225-127 of the French Commercial Code. The same framework identifies cash, in-kind contributions and the incorporation of reserves as possible methods of releasing the new securities in Article L. 225-128.

The legal form changes the decision route. For a SAS, the starting point is the company’s articles. Article L. 227-9 of the Commercial Code, in force since 1 October 2025, provides that the articles determine the decisions to be taken collectively by the shareholders and expressly includes decisions relating to an increase, amortisation or reduction of capital. In practice, the foreign parent must therefore read the current articles before drafting a resolution. The articles may determine who convenes the shareholders, whether a written consultation is possible, what majority applies within the statutory limits, and which documents must accompany the decision.

The majority cannot be treated as a drafting detail. In its plenary judgment of 15 November 2024, no. 23-16.670, the French Court of Cassation held that a SAS decision cannot be validly adopted without at least a majority of the votes cast. The Court stated: “Une décision collective d’associés ne peut être tenue pour adoptée que si elle rassemble en sa faveur le plus grand nombre de voix.” It also held that a contrary statutory clause is deemed unwritten. A resolution signed from New York, Dubai or London still fails if the vote did not meet the mandatory threshold.

For a SARL, the shareholders’ meeting rules are different. Article L. 223-30 of the Commercial Code governs amendments to the articles, including capital changes. The formation date of the SARL and the applicable statutory regime matter for quorum and majority. The provision also states that the majority cannot force a shareholder to increase his or her commitment to the company. A foreign parent that wishes to subscribe alone should therefore verify whether the transaction requires an express waiver, an amendment of the articles, or a decision involving the other shareholders.

An EURL (entreprise unipersonnelle à responsabilité limitée, or single-member SARL) may be simpler because the sole shareholder decides, but “simple” does not mean informal. The decision must be recorded, the contribution must be evidenced, the articles must be updated and the change must be filed. A SA (société anonyme, or public limited company) follows a more formal system and should not be treated as a SAS merely because the foreign group uses the same internal approval process.

The choice between equity and debt also matters. A shareholder loan may provide liquidity without changing the shareholding percentages, whereas an equity contribution changes the capital and potentially the voting and economic rights. A contribution may be accompanied by a share premium, meaning that the investor pays more than the nominal value of the shares. The already published comparison between a shareholder loan and a capital increase can help with that first financing decision, but it does not replace the implementation file required once the shareholders have chosen equity: Foreign Parent Funding a French Subsidiary: Shareholder Loan or Capital Increase?.

The foreign group should also avoid confusing the company’s capital with the group’s accounting notion of invested capital. A payment can be economically intended to support the French business while remaining legally a loan, a cash pooling advance, a service payment, or an equity contribution. The corporate resolution and the accounting entries must say the same thing. If the bank statement says “loan” while the resolution says “subscription for new shares”, the French filing and later tax review may expose the inconsistency.

B. How should the resolution protect foreign and existing shareholders?

Before the meeting or written consultation, the company should prepare a term sheet that states the current capital, the proposed increase, the number and class of new shares, the nominal value, the subscription price, the share premium, the subscriber, the payment or transfer date, and the post-transaction ownership percentages. It should also state whether the increase is immediate or authorised for later completion. This document is not a substitute for the legal resolutions, but it lets the foreign parent identify errors before signatures are collected across time zones.

The resolution should then answer five separate questions. First, what corporate body is competent under the articles and the relevant statute? Second, what contribution is being made? Third, who may subscribe? Fourth, what happens to the pre-existing shareholders’ rights? Fifth, when is the increase deemed completed? A resolution that says only “the capital is increased by EUR 100,000” is usually too thin for a cross-border file.

For share-issuing companies, the legal starting point is that shares carry a preferential subscription right. Article L. 225-132 of the Commercial Code states: “Les actions comportent un droit préférentiel de souscription aux augmentations de capital.” In English, the existing shareholders may have a proportional priority to subscribe for new cash shares. The precise application to a SAS depends on its articles and the provisions made applicable to it, but the commercial risk is universal: a new foreign parent or investor must not be introduced through a resolution that silently strips existing shareholders of rights.

If the preferential right is removed or an increase is reserved for a named investor, the resolution must say so expressly and follow the applicable reports and voting rules. Article L. 225-135 permits suppression of the preferential subscription right under specified procedures and reports. Article L. 225-138 deals with an increase reserved for one or more named persons or categories. A foreign parent that subscribes alone should not rely on a generic waiver signed after the meeting if the law or articles required the issue to be approved on a different agenda.

The Court of Cassation made that point in its Commercial Chamber judgment of 25 September 2012, no. 11-17.256. The official decision states that the question of suppressing the preferential subscription right for a reserved increase “doit être inscrite à l’ordre du jour”. The practical lesson for a foreign founder is direct: put the waiver, reservation, number of new shares and subscription conditions in the notice and the resolution itself. Do not ask the absent shareholder to cure an omission through an informal email after the vote.

The subscription price should also be tested against the company’s value and the purpose of the operation. A capital increase at nominal value may be appropriate for a newly formed or distressed company, but it can dilute an existing shareholder if the company already has valuable goodwill, intellectual property or customer contracts. A share premium may preserve a fairer balance. The board or president should keep a written explanation of the price, the valuation material and the commercial need for the funding. That file becomes important if a minority shareholder later alleges an abuse of majority, a sham transaction or a breach of equal treatment.

The decision package should include, as applicable, the following documents in English for the business team and in French for the filing:

• a draft shareholders’ resolution or sole-shareholder decision;
• the management report explaining the purpose, amount, price and timetable;
• the subscription form and any express preferential-right waiver;
• the updated articles showing the new capital and, where relevant, the new allocation of shares;
• the draft contribution agreement or debt-conversion agreement;
• the auditor or contribution auditor documents required for the chosen form of contribution;
• the foreign parent’s board or shareholder authorisation and proof that its signatory has authority;
• the list of ultimate beneficial owners if the ownership or control chain changes; and
• a closing checklist that identifies the bank, tax, announcement and INPI filing steps.

The 2026 case law reinforces the importance of the contribution auditor’s independence. In its Commercial Chamber judgment of 28 May 2026, no. 25-13.211, the Court of Cassation examined an increase funded by an in-kind contribution of shares. The Court recalled that “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” capable of affecting the auditor’s independence. The foreign group should therefore select the contribution auditor before the valuation work begins and document the absence of conflicting assignments.

An older but still useful authority, Commercial Chamber judgment of 14 December 2010, no. 10-11.993, also concerned the independence of a contribution auditor and the consequences of an increase approved on the basis of a defective report. The official decision records that the dispute concerned the “défaut d’indépendance d’un commissaire aux apports chargé d’apprécier la valeur d’un apport en nature”. The case is a warning against treating an auditor’s report as a box-ticking document. A company should be able to show who appointed the auditor, what information was supplied, what valuation method was used and when the report was made available to the shareholders.

The legal file should be signed by the correct people. A foreign parent’s chief executive may not automatically have authority under the parent’s constitutional documents to subscribe for shares or transfer an asset. Obtain a corporate extract, a board resolution or power of attorney, and evidence of the signatory’s authority. If the signatory is represented, the mandate should identify the operation, the company, the amount and the power to approve the final documents. The French company should keep the original or a reliable electronic copy and be ready to provide a certified French translation when the recipient authority requests it.

II. How can the capital increase be completed from abroad and appear on the Kbis?

A. What documents, signatures and funds must be prepared?

The contribution type determines the closing mechanics. A cash contribution is a payment for new shares. An in-kind contribution transfers an asset, such as shares in another company, intellectual property, equipment or a receivable, in exchange for shares in the French company. A capitalisation of reserves changes the presentation of existing equity without a new cash transfer. A debt conversion turns an existing, documented claim into equity. These are not interchangeable descriptions. The resolution, subscription form, accounts and filing must use the same legal category.

The Code of Commerce describes the methods in exact terms: new capital securities may be paid up “soit par apport en numéraire … soit par apport en nature, soit par incorporation de réserves, bénéfices ou primes d’émission” under Article L. 225-128. A foreign founder can understand this as cash, an asset contribution or a capitalisation of existing reserves or premium. The English explanation should not hide the legal distinction because the supporting documents and tax treatment differ.

For cash, the company should first confirm that the existing capital has been fully paid when that condition applies. Article L. 225-131 provides that “Le capital doit être intégralement libéré avant toute émission d’actions nouvelles à libérer en numéraire.” The company then prepares the subscription forms, identifies the account into which the funds will be deposited, and obtains the required deposit evidence. Under Article L. 225-146, subscriptions and payments are evidenced by a depositary certificate based on the subscription forms. The certificate is not the same as an ordinary bank statement. It should match the company, the transaction, the amount and the date.

The foreign subscriber should plan for bank compliance. A French bank may request the foreign parent’s corporate registry extract, ownership chart, beneficial-owner information, source-of-funds explanation, tax identification and board authorisation. A transfer that arrives before the corporate resolution or from an account belonging to an entity different from the named subscriber can delay the certificate. The group should decide in advance whether the subscriber is the parent, a fund, an individual founder or another group company. The name on the bank evidence, subscription form and resolution should be identical.

An in-kind contribution requires a separate valuation track. The asset must be identifiable, transferable and valued at a level that the French company can defend. For shares in a foreign company, the file may include that company’s articles, registry extract, cap table, recent financial statements, valuation material, evidence of ownership and any approval required by its own articles or local law. For intellectual property, include registration certificates, ownership history, licence agreements and restrictions. For a receivable, include the underlying agreement, invoices, payment history and evidence that the claim is liquid and enforceable. For an asset subject to security, disclose the security and obtain the required release or consent.

For a company subject to the contribution-auditor regime, Article L. 225-147 requires one or more commissaires aux apports, meaning independent contribution auditors, when there is an in-kind contribution or a special benefit. The official text states that the auditors assess, under their responsibility, the value of the in-kind contributions and special benefits. If the shareholders approve the valuation, they record completion of the capital increase. If the valuation is reduced, the contributor or its properly authorised representative must expressly approve the change; otherwise the increase is not completed. The shares issued for the in-kind contribution are fully paid when issued.

The foreign parent should expect the auditor to ask for documents in a usable form, not screenshots or informal summaries. A foreign corporate extract may need an apostille or legalisation, depending on the issuing country and the authority receiving it. A French certified translation may be required. The exact requirement depends on the document and country, so the file should be checked before the valuation report is finalised. It is a mistake to wait until the INPI upload screen to discover that the document proves ownership but not the signatory’s power.

Remote execution is possible only if the company’s governance documents and the applicable formalities allow it. The shareholders may use a written consultation, a video meeting or a representative, but the minutes should state how the decision was taken, who participated, how the votes were counted and what documents were approved. A foreign founder who signs through a mandate should retain the signed power of attorney with the corporate records. If the articles require a particular notice period or communication method, the company should preserve proof of compliance.

The SAS decision rules deserve special care because foreign groups often assume that “written consent” is a universal shortcut. The 15 November 2024 plenary judgment no. 23-16.670 is relevant even when the shareholders are spread across countries: the Court treated the majority of votes cast as a minimum condition for a collective SAS decision. The fact that a foreign parent holds most of the economic interest does not excuse a defective vote. If one shareholder is excluded from the vote, the resolution should state the legal reason and the calculation of the quorum and majority.

Tax review must run in parallel with corporate review. The French tax administration explains that new cash or in-kind contributions made during a capital increase can follow the regime applicable to contributions at formation, but the result depends on the asset and the structure. Its official page on capital increases states that an act or declaration for a cash capital increase is generally subject to registration within one month and describes fixed duties of EUR 375 or EUR 500 depending on the post-increase capital for the cases covered by that guidance. In-kind contributions involving real estate, a business, a client base, a lease right or a mixed consideration can trigger different transfer taxes. The group should not assume that a cash contribution rule applies to a property or business asset.

The tax file should therefore identify whether the operation is a pure contribution, a contribution with consideration, a debt conversion, a transfer of an asset subject to a lien, or an operation involving a foreign tax resident. Keep the signed act, valuation, payment proof, registration evidence and accounting entries together. If a foreign parent receives shares in return for an asset, the transaction may also require a review under the parent’s local tax and company law. That cross-border review is separate from the French Kbis filing but should be completed before closing.

B. How should the INPI filing, tax record and Kbis update be controlled?

Once the corporate decision and contribution are complete, the company must update the public record. The filing is not optional because the capital amount is a registration detail. The INPI guidance on modifying a company explains that a change affecting the Kbis, including a change in share capital, requires a modification formalities process. It also states that the modification should be filed within one month following the change and that a legal notice is required when a Kbis entry such as share capital changes.

The French legal framework follows the same logic. Article L. 123-33 of the Commercial Code requires an enterprise to declare the creation, modification of its situation or cessation through a single electronic file submitted to the designated one-stop body. The text says: “Ce dossier est déposé par voie électronique auprès d’un organisme unique.” For a French company, that route is the Guichet unique operated through the INPI portal. It is not a reason to send a paper packet directly to the old network of business formalities centres.

The file normally contains the signed corporate decision, the updated articles, the contribution or subscription evidence, the depositary certificate for cash, the contribution auditor’s report for an in-kind contribution when required, the legal notice and any declarations triggered by the change. Article R. 123-102 of the Commercial Code provides that a document deposited for a French legal person is filed with the registry for the company’s registered office and that electronic filing is made through the one-stop body under the conditions of Article R. 123-7. The copy must be certified by the legal representative or another person empowered by the rules governing the company.

The INPI’s operational guidance adds practical controls. The company must identify itself by its SIREN, the unique nine-digit French company identifier, select the modification process, upload PDF documents, review the summary, sign electronically and pay the regulated fee. An agent can prepare or submit the filing if the mandate is properly recorded. For a foreign founder, the choice between FranceConnect+ and INPI Connect is not merely technical: the final signature method must satisfy the portal’s identity and qualified-certificate requirements. The INPI step-by-step guidance explains the electronic signature alternatives and the need to track the file after submission.

The company should create a filing matrix before uploading anything. The first column should list the data to be changed: capital amount, number and class of shares, premium if relevant, shareholder identity where disclosed, and the articles’ capital clause. The second should identify the supporting document. The third should identify the signatory. The fourth should record the date of the corporate decision and the one-month deadline. The fifth should record whether a legal notice, tax registration, beneficial-owner update or bank notification is also required. This matrix is especially useful when the foreign parent’s internal approval arrives in several versions.

A mismatch between the resolution and the articles is a common cause of delay. If the resolution says EUR 250,000 of new capital but the articles say EUR 350,000 of post-transaction capital, the filing agent should stop and correct the documents before submission. If the depositary certificate covers the subscription price including a premium but the resolution describes the entire amount as nominal capital, the bank evidence and legal record may conflict. The final capital figure, premium, share count and ownership percentages should be recalculated from a single closing model.

The company should also check whether the transaction changes the beneficial-owner record. A foreign parent may remain the same legal shareholder while the percentage or control chain changes. A new individual may obtain control through a holding company, or a new corporate shareholder may need to be documented. The INPI modification guidance lists additions, deletions and changes to beneficial owners among the information handled through the Guichet unique. Treat that as a separate filing question rather than assuming that the capital filing updates every register automatically.

The legal notice should use the company’s correct name, legal form, registered office, share capital before and after the operation, and the competent registry information. It should be published in an authorised legal-announcement medium for the relevant department. Keep the notice, invoice and publication certificate. The notice is not a substitute for the INPI filing, and the INPI filing is not a substitute for any tax registration or asset publication required by the contribution.

The follow-up phase is part of the legal operation. The INPI dashboard may show a request for regularisation, a pending review or a rejection. A regularisation should be answered within the prescribed period with the corrected document and a concise explanation. Do not open a duplicate filing while the first file is still pending unless the registry or counsel confirms that this is the correct procedure. A duplicate can create two competing capital records and make the Kbis chronology harder to explain.

The current Code of Commerce also gives a short limitation period for certain challenges to an increase. Article L. 225-149-4, introduced by the 12 March 2025 reform and in force since 1 October 2025, provides that, when an increase was delegated to the board or management body, an action for nullity is subject to a three-month period from the relevant meeting at which the final conditions are reported; in other cases, the period runs from the challenged decision. The exact provision applicable to a SAS, SARL or SA must be checked against the legal form and the cause of action.

That transition between old and new rules matters. In its Commercial Chamber judgment of 1 April 2026, no. 24-20.707, the Court of Cassation applied the pre-2025 regime and held that only claims based on the causes of nullity listed in the former provision had the three-month period, while other contractual nullities remained subject to the longer period. A foreign shareholder reviewing an older transaction should not mechanically apply the current article to a decision made before the reform. The decision date, the applicable text and the legal basis of the challenge must be identified first.

The company should inspect the public result after acceptance. Obtain the updated Kbis or equivalent registry extract and verify the new capital, legal form, registered office and management data. Then compare the Kbis with the final articles, the bank certificate, the accounting entry and the shareholder register. If the capital is correct on the Kbis but the shareholder register is not updated, the company still has an internal governance defect. If the shareholder register is correct but the public filing is not, the company may face difficulty proving its authority to banks, customers, investors or a contracting authority.

A practical closing checklist for a foreign founder is therefore:

• confirm that the company is a subsidiary capable of issuing shares and not merely a branch;
• read the articles and identify the decision-maker, notice, quorum, majority and signature rules;
• choose cash, in-kind contribution, reserve capitalisation or debt conversion and record the choice consistently;
• calculate nominal capital, premium, number of shares and post-closing ownership;
• protect or expressly address preferential subscription rights;
• obtain the foreign subscriber’s corporate authority, identity documents, translations and any apostille or legalisation required;
• obtain the depositary certificate for cash or the contribution-auditor report for assets;
• complete tax registration and review special transfer-tax issues for real estate, a business or mixed consideration;
• publish the legal notice and submit the modification through the INPI Guichet unique within the applicable time;
• answer any INPI regularisation request and download the final receipt;
• update the beneficial-owner record, bank, accountant and internal registers where the transaction changes them; and
• verify the updated Kbis against every signed closing document.

Conclusion

A foreign founder does not need to travel to France merely because a French subsidiary needs more equity. The operation can be organised from abroad through a properly authorised shareholder decision, a compliant cash or in-kind contribution, a bank or auditor evidence file, and an electronic filing through the INPI Guichet unique. The difficult part is coordination: the foreign parent’s authority, the French company’s articles, shareholder rights, valuation, translation, tax treatment and public registration must all describe the same transaction.

The safest sequence is to decide the legal nature of the funding first, test the resolution against the company’s form and articles, prepare the contribution documents before the vote, complete the cash deposit or valuation, publish the required notice, file the modification within the applicable deadline and verify the updated Kbis. When the transaction changes ownership, control, voting rights or the identity of the subscriber, the company should also review its beneficial-owner, banking, tax and accounting records. A cross-border capital increase is then not an informal transfer of money but a traceable corporate operation that can withstand registry review and later shareholder scrutiny.