A foreign founder can own or manage a French company without living in France, but the company still needs a reliable way to operate its French bank account. The practical question is often not whether the founder may hold shares. It is whether the bank will accept a person signing remotely, whether a local employee or accountant can receive a mandate, and which documents prove that the signatory has real authority.
Three layers must be kept separate. The first is the company’s legal representation: the president of a société par actions simplifiée (SAS, a simplified joint-stock company) or the manager of a société à responsabilité limitée (SARL, a private limited-liability company). The second is the bank mandate, sometimes called a procuration, which authorises a named person to operate one or more accounts. The third is the bank’s customer-due-diligence review, which covers the company, its ownership, its ultimate beneficial owner and the expected transactions.
This guide addresses a French company whose founder, director or shareholder is abroad. It explains what a Kbis extract is, why the greffe (the registry office of the competent commercial court) may matter, how the RNE (Registre national des entreprises, or National Register of Businesses) and the INPI (Institut national de la propriété industrielle, the French National Institute of Industrial Property) fit into the file, and what to do when a bank rejects or blocks the proposed signatory.
For the wider framework, see the firm’s French business law resources for international founders. This article concentrates on the authority and evidence needed to operate the company’s bank account.
I. Who may sign a French company bank account from abroad?
A. Can a foreign director represent a SAS or SARL at the bank?
The starting point is the company’s legal representative, not the nationality of the founder. A bank must know who can bind the company and what evidence proves that appointment. A director living in the United Kingdom, the United States, Switzerland, the United Arab Emirates or another country is not automatically disqualified from representing a French company. Residence, immigration permission and the conditions for personally carrying on an activity in France are separate questions. A bank mandate does not itself give a foreign individual the right to work or reside in France.
For a SAS, Article L. 227-6 of the French Commercial Code provides that the company is represented towards third parties by a president appointed under the articles of association. The official text says: La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.
It also gives the president extensive powers to act for the company, subject to the statutory framework and the rules governing dealings with third parties. The bank therefore normally asks for the current articles, the appointment decision if the president was not appointed in the articles, an up-to-date registry document and identity evidence.
For a SARL, Article L. 223-18 of the French Commercial Code states: La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.
The manager, or gérant, has extensive powers towards third parties. A bank will therefore distinguish between the person who is legally the manager and a separate person who has merely been added as a bank signatory. A foreign founder may be the manager where the corporate and personal conditions are satisfied, but a person appointed as manager must be a natural person; a corporate entity cannot simply be inserted as the manager of a SARL.
The articles of a SAS can organise additional functions, such as a director general or a delegated director general. Those titles do not automatically produce the same result at the bank. The bank must see the articles, the appointment resolution and the precise authority granted. A title used in an internal organisation chart is not a substitute for a corporate act or a bank mandate.
A legal representative and a bank signatory are also different roles:
| Role | What it proves | What it does not prove |
|---|---|---|
| President of a SAS | Corporate authority to represent the company under the Commercial Code and the articles | That every employee or adviser may use the bank account |
| Manager of a SARL | Corporate authority to act for the company towards third parties | That the manager may ignore the bank’s customer-identification requirements |
| Bank signatory or authorised user | Contractual permission to perform the operations listed in the mandate | That the person is a shareholder, director or beneficial owner |
| Accountant or tax agent | A professional mandate for defined filings or payment instructions | A general power to borrow, transfer all funds or change the company’s governance |
The bank can therefore accept a local signatory while the president remains abroad. It can also require the foreign president to remain an authorised person even when a local employee is given day-to-day payment powers. The correct solution depends on the articles, the company’s internal resolutions, the bank’s contract and the risk profile of the transactions.
The word “signatory” should be defined carefully. It may mean a person permitted to sign payment orders, a person permitted to approve transfers in an online banking platform, a person permitted to issue cheques, or a person whose signature is needed together with another signatory. A mandate that says only “manage the account” may create avoidable uncertainty. The company should state whether the authority covers transfers, direct debits, card payments, cheques, cash withdrawals, bank guarantees, loans, foreign-exchange operations and electronic access.
For a founder abroad, remote operation is usually a process question rather than a rule that can be answered with “yes” or “no”. French law does not turn every bank mandate into a requirement that the foreign director travel to France. The bank can, however, impose contractual onboarding steps: a video identification, a live signature, an original document, a certified copy, a qualified electronic signature, a visit to a branch or a confirmation by an existing legal representative. If the bank’s process is not workable, the company should ask for a written list of acceptable alternatives rather than sending repeated incomplete files.
Where a company uses two signatories, the resolution and the bank mandate must match. A “joint signature” rule in the bank’s system is not the same as an internal instruction that one employee should ask the president before paying. If the company wants two approvals for payments over €25,000, the threshold, currency, beneficiary and emergency procedure should be written into the mandate. Otherwise, a later dispute may turn on the bank’s records rather than on the founder’s private instructions.
B. What does a French bank actually verify before granting signing power?
The bank is not only checking a signature. It is assessing the identity and authority of every person who will influence the account. The file normally contains the company’s legal identity, its activity, its address, its ownership chain, its representatives, the expected source and destination of funds, and the reason a person abroad or a local delegate needs access.
A Kbis is the registry extract for a legal entity registered with the RCS (Registre du commerce et des sociétés, the Register of Commerce and Companies). It is not the company’s articles and it is not a bank mandate. It is an official snapshot of information held by the commercial registry, including the company name, registered office, registration number and legal representative. The INPI explains that the Kbis is delivered by the competent greffe after the formalities have been validated. The Guichet unique, the online business-formality portal, transmits and tracks the filing but does not itself issue the Kbis. The explanation appears in the official INPI guidance on documents proving the existence of a business.
The RNE is broader. It is the National Register of Businesses maintained and made available through the INPI. An RNE extract can confirm information even where the bank’s checklist asks for a Kbis, but the bank may still require the particular document specified in its onboarding process. A SIREN number identifies the legal entity; a SIRET number identifies an establishment. A bank should be told which number appears in each document so that an address mismatch is not mistaken for a false document.
Ownership and control create the next layer. The UBO, or ultimate beneficial owner, is the French bénéficiaire effectif: the natural person who ultimately owns or controls the company. The current Article R. 561-1 of the French Monetary and Financial Code refers to a person who holds, directly or indirectly, more than 25% of the capital or voting rights, or who exercises control by another means. When no person can be identified under those criteria, the legal representative can become the fallback beneficial owner under the conditions set out in the text. The INPI explanation of beneficial owners describes the same filing logic and the reasons for declaring the relevant control.
The UBO is not necessarily the bank signatory. A founder may own 80% of a French SAS and remain abroad, while a French operations director signs supplier transfers. The bank needs both pieces of information. Omitting the foreign founder because that person will not make payments can produce a defective customer file. Conversely, naming a local accountant as UBO merely because the accountant has online access is also incorrect.
The bank’s customer-due-diligence duty is grounded in the anti-money-laundering and counter-terrorist-financing rules, commonly abbreviated in French as LCB-FT (lutte contre le blanchiment de capitaux et le financement du terrorisme). Article L. 561-5 of the French Monetary and Financial Code requires the relevant professionals to identify the client and, where applicable, the beneficial owner and to verify the information through probative written documents. Its wording includes: Identifient leur client et, le cas échéant, le bénéficiaire effectif.
A foreign passport, foreign corporate extract, ownership chart and proof of address may therefore be ordinary compliance documents, not a suspicion that the founder has done something wrong.
The practical difficulty is the chain of proof. If a U.S. company owns the French SAS, the bank may ask for the U.S. company’s certificate of good standing, its articles, its directors, its shareholder register, the identity of the natural persons who ultimately control it and the resolution appointing the French president. If the shareholder is a trust, foundation or holding chain, the bank may ask for the trust deed, governing documents or equivalent evidence. If the documents are not in French, the bank may request a translation by a translator accepted for that purpose. An apostille or legalisation may also be required, depending on the document, its country of origin, the applicable convention and the bank’s own risk controls.
Foreign founders should not confuse three different French institutions:
- INPI runs and distributes the Guichet unique and maintains the RNE data; it is not the bank and does not approve a bank mandate.
- The commercial greffe validates the relevant commercial registration and issues the Kbis after the filing is accepted.
- URSSAF, the body whose name expands to Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, deals with social-security collection and is not proof that a person may sign the company’s bank account.
The same caution applies to BODACC, the Bulletin officiel des annonces civiles et commerciales. A BODACC publication may reveal a corporate event, such as a collective proceeding or a sale, but it does not replace the current Kbis, the articles or the bank’s mandate. The bank’s file should identify which document proves which proposition.
The bank will also review the expected operation of the account. A French technology company receiving €40,000 per month from European customers and paying salaries, VAT and suppliers presents a different profile from a newly incorporated holding company receiving a €2 million shareholder loan from a non-European parent. The company should prepare a short activity note covering its customers, countries, currencies, expected monthly flows, principal suppliers, payroll, tax payments and the purpose of transfers to or from foreign group companies.
A RIB (relevé d’identité bancaire, French bank-account identification statement) identifies the account and its payment coordinates. A SEPA account is an account within the Single Euro Payments Area. A RIB can help the tax administration or a supplier identify the account, but it does not prove who is entitled to change the signatories. The official impots.gouv.fr guidance on registering a foreign business for French corporate tax illustrates the distinction: a tax mandate must identify the persons who engage the parties, its scope and its validity period, and the bank details are a separate part of the administrative file.
Finally, the bank may ask for the legal representative’s tax residence, personal address and nationality even when the company is French. That information is not the same as the company’s tax residence. The founder should answer consistently across the Kbis, the UBO declaration, the bank questionnaire, the tax file and the corporate resolutions. A mismatch in transliteration, an outdated address or a different spelling of the company name can delay the account without any substantive legal obstacle.
II. How do you create, limit and defend a remote bank mandate?
A. Which power of attorney and document pack should a foreign founder prepare?
A bank mandate is a legal authorisation that should be drafted as a controlled operational instrument. The ordinary French law of mandate applies unless the bank’s contract adds more formal requirements. Article 1984 of the French Civil Code defines the mandate or procuration as an act by which one person gives another the power to do something for the mandant and in the mandant’s name. The official text uses the words: Le mandat ou procuration est un acte
. In a company setting, the mandant is the company acting through a person authorised to bind it, not automatically the shareholder in a personal capacity.
Article 1985 of the Civil Code recognises that a mandate may be given by an authentic deed, a private deed or even a letter, and that it may also be given orally subject to the applicable proof rules. It also states that acceptance can be tacit and result from performance by the agent. That rule explains why a bank can sometimes establish the existence of a mandate from account-opening documents, signature cards, electronic records and the parties’ conduct. It does not mean that a foreign founder should rely on an informal email. A bank is entitled to demand the form and authentication required by its contractual compliance process.
The company should prepare a written mandate with at least these fields:
- the exact legal name, legal form, registered office, SIREN number and registration details of the company;
- the name, position and identity document of the president, manager or other person signing on behalf of the company;
- the name, date of birth, nationality, address and identity document of every authorised signatory;
- the account numbers or account types covered by the mandate;
- the permitted operations, including transfers, direct debits, cards, cheques, cash, foreign exchange and online access;
- any amount, currency, beneficiary, geography or dual-approval limit;
- the start date, expiry date and event that ends the authority; and
- the procedure for revocation, replacement and notification to the bank.
The corporate approval should sit behind the mandate. For a SAS, the decision-maker is identified by the articles and any shareholders’ or board arrangements. For a SARL, the manager’s authority and the limits imposed internally should be documented. If the bank signatory is an employee, the company should keep the employment or service relationship, the delegation decision and the mandate together. If the signatory is a foreign group company, the file must show the natural person who represents that company and the full chain of authority.
A useful resolution can authorise one signatory to pay ordinary suppliers up to €10,000, two signatories to approve payments between €10,000 and €50,000, and the president alone to approve loans, guarantees, changes of bank, new cards or transfers to related parties. The exact numbers are commercial choices. The point is to make the control measurable. An instruction such as “the local team may operate the account for business purposes” is too vague for a company with international cash movements.
The bank’s own form should be completed without blank spaces. Every page should identify the company, the account and the authorised person. A foreign founder signing from abroad should ask whether the bank accepts an electronic signature, a scanned signature followed by the original, a signature before a notary, a consular certification or a local branch verification. The company should keep the signed version, the delivery evidence and the bank’s acceptance confirmation.
The relationship between mandate and proof was examined in Cass. com., 5 July 1994, no. 92-16.936. In that case, the Court of cassation treated the mandate to operate a bank account used for commercial activity as a commercial act and accepted a copy of the proxy when it was corroborated by other evidence. The decision refers to le mandat d’effectuer des opérations sur un compte bancaire
. The lesson for a modern foreign-owned company is practical: preserve the original or certified electronic record, but also preserve the corporate resolution, the bank’s acceptance, the signature specimen and the account history showing how the authority was used.
The pack should also contain the following supporting documents:
| Document | Purpose in the bank file | Common defect |
|---|---|---|
| Current Kbis or RNE extract | Confirms the company’s registration and registered representative | Old extract, wrong establishment or name changed since issuance |
| Articles of association | Shows the legal form, corporate organs and signature rules | Bank receives an unsigned draft or a version before an amendment |
| Appointment resolution | Connects the individual to the office and effective date | Resolution lacks a date, quorum evidence or permanent representative |
| Ownership and UBO chart | Explains who owns or controls the French company | Chart stops at an overseas holding company |
| Identity and address documents | Supports customer and signatory verification | Names or addresses differ from the corporate documents |
| Activity and source-of-funds note | Explains expected payments and incoming funds | Generic business-plan language with no figures or countries |
| Translation, apostille or legalisation evidence | Supports foreign public documents where required | Translation is incomplete or the authentication covers the wrong document |
The bank may request proof of the signatory’s authority even where that person is already named on the Kbis. A Kbis shows the legal representative; it does not necessarily show every person authorised to make payments. The reverse is also true: a bank mandate may authorise a person to make payments without giving that person any power to amend the articles, appoint a director or sell the business.
The founder should avoid using a personal power of attorney for a corporate account. The company should be named as mandant, acting through its legal representative. If the foreign parent authorises a person to act for both the parent and the French subsidiary, two distinct powers may be needed. The document should identify which company’s funds, contracts and accounts are concerned.
Tax and payroll mandates require the same discipline. A tax agent may be authorised to file VAT returns, corporate-tax declarations or payroll information, while TVA (French value-added tax) and URSSAF payments are processed from the bank account. That does not automatically authorise the agent to change all banking users. The tax mandate described by the official tax administration guidance should not be copied as a general banking power. Each mandate should state its own scope and validity period.
The company should also decide how it will operate during the period between incorporation and final bank onboarding. It should not route company revenue through a founder’s personal account as a permanent workaround. If a pre-registration payment must be made, the company should document the transaction, the person who advanced the funds and the route by which the company will reimburse or assume the expense after registration. A personal account does not solve the bank’s authority problem and may create accounting, tax and proof complications.
B. What should you do after refusal, blocked payments or an unauthorised transfer?
A bank may refuse to open a professional account. The official Service-Public page on refusal of a professional bank account states that a bank is free to choose its customers, while describing the right-to-account procedure. A refusal because the bank cannot complete its identification, understand the ownership chain or accept the proposed signature process is not the same as a declaration that the company has no right to carry on business. The response should be obtained in writing and the missing documents should be identified.
A French company may be able to use the statutory right to an account. Article L. 312-1 of the French Monetary and Financial Code begins with the rule that a natural or legal person domiciled in France has a right to open a deposit account, provided the person has no such account in France. The official wording includes: Toute personne physique ou morale domiciliée en France.
This is a right concerning the company’s account, not a guarantee that every foreign director can force a particular bank to accept a preferred mandate.
For a company, the usual file includes a valid identity document for the legal representative, a recent Kbis or RNE extract, the bank’s refusal letter or proof that a written request has remained unanswered for the required period, a declaration that the company has no French deposit account and the Banque de France form. Service-Public specifically lists these documents and explains that a foreign passport can be used as an identity document. The Banque de France professional right-to-account guidance should be checked for the current filing route and documents.
The designation of a bank does not eliminate customer due diligence. The designated institution will still identify the company, the legal representative, the beneficial owners and the persons who will operate the account. A foreign founder should therefore submit the complete ownership chart and the proposed signatory mandate to the Banque de France process rather than assuming that designation means automatic acceptance of an incomplete file.
If a complete file is rejected because the bank cannot reconcile the foreign director’s name, the company should build a correction pack:
- the refusal letter, its date and the exact reason given;
- the current Kbis or RNE extract and, if relevant, the history of a name or address change;
- the articles and appointment resolution showing who can bind the company;
- the identity documents and proof of address for the legal representative and proposed signatory;
- the UBO declaration and an ownership chart reaching the natural persons who control the group;
- the French translation and authentication of foreign public documents, where requested;
- a short activity, source-of-funds and expected-flows note; and
- a revised, limited bank mandate with clear signature thresholds.
The INPI process can also create confusion. If the company’s RNE information is wrong, the official INPI correction guidance explains that a correction can be filed through the Guichet unique and that the signatory must be a natural person, such as the legal representative or a properly authorised agent. Correcting an RNE record is not the same as adding a bank signatory, but the corrected registry evidence may be needed to unblock the bank file.
When an existing account is blocked, the company should first distinguish a compliance hold from a revoked mandate, a technical access problem, a payment-limit issue and a bank decision to terminate the relationship. The response differs in each case. Ask the bank to identify whether the block concerns the account, the user, a beneficiary, a payment instrument, a transaction or the whole relationship. Preserve the message, the timestamp, the rejected payment, the beneficiary invoice and all conversations.
The company should not bypass a blocked signatory by sharing passwords or using another person’s authentication device. A new user should be created through the bank’s process. A payment should not be signed by a person whose authority ended simply because the company needs to pay salaries, taxes or suppliers. Instead, the legal representative should send a dated written instruction, request an emergency procedure and provide the evidence that the bank asks for.
Payment disputes show why the mandate must be precise. In Cass. com., 11 March 2020, no. 18-23.137, the Court of cassation considered a company’s challenge to transfers signed by a person holding a bank proxy. The decision was a rejection without a specially reasoned ruling, but the court record contains the lower court’s analysis that the bank proxy was a mandate and that the payment orders signed by an authorised proxy were treated as authorised in the circumstances. The record states that une procuration bancaire constitue un mandat
. The company should therefore treat revocation, limits and signature evidence as urgent controls, not as administrative details.
If the founder suspects an unauthorised transfer, notify the bank immediately, revoke the signatory’s authority, change online credentials through the bank, ask the bank to preserve authentication and transaction logs, and record the exact time of each notice. The company should also check whether the disputed order was signed under a valid mandate, whether the signatory exceeded a contractual limit, whether the payment was authenticated and whether the bank received a timely revocation. The existence of a proxy does not authorise every possible transaction, but a vague proxy makes the factual dispute harder to prove.
Article 2004 of the Civil Code provides that the mandant may revoke the procuration. The text says: Le mandant peut révoquer sa procuration quand bon lui semble.
The company should send the revocation to the bank through the channel required by the account agreement and obtain confirmation that the user, card, token, signature authority and payment limits have been disabled. Revocation between the founder and the local agent is not enough if the bank has not received a reliable notice.
A change in the legal representative is a separate event. If the president or manager changes, the company should file the corporate change through the correct formalities channel, obtain the updated registry evidence and send it to the bank. If only a payment employee changes, a registry filing may not be required, but the bank’s mandate, user list, cards and approval matrix must still be updated. The company should keep a closing certificate showing the date and time at which the outgoing signatory lost access.
A bank may ask for additional documents after an account has operated for months. The duty to verify the client and beneficial owner continues during the business relationship. A foreign-owned company should anticipate periodic reviews by keeping current passports, residence evidence, corporate certificates, ownership charts, tax-residence information, contracts, invoices and source-of-funds evidence. The fact that a bank once accepted a document does not guarantee that the same document will satisfy a later review after a change of ownership, country risk, activity or transaction pattern.
The company should record every refusal and remedy in a short internal chronology. Include the first application, the signatory documents, bank questions, answers, refusal, right-to-account filing, new application, account opening, mandate acceptance and any later restriction. That chronology can be decisive if a payment failure causes a supplier dispute, missed tax payment, payroll problem or urgent commercial claim.
For a company operating in Paris and the wider Île-de-France region, the practical impact may be immediate: rent, payroll, taxes, social-security contributions, card receipts and supplier transfers can all run through the same account. A founder abroad should identify a backup signatory and a second approval route before the first payment is due. The aim is not to give unlimited local power. It is to build a documented, limited and reversible authority structure.
Conclusion
A foreign founder can usually organise the operation of a French company’s bank account without travelling to France, but the company must prove three things separately: who legally represents it, who is authorised to make payments and who ultimately owns or controls it. The Kbis, RNE extract, articles, corporate resolution and UBO declaration answer different questions. A bank mandate should then define the accounts, operations, limits, duration and revocation process.
The safest file combines the current registry evidence with a complete foreign-document chain, an accurate ownership chart, a realistic activity and source-of-funds note, and a written mandate that does not exceed the company’s intended controls. If a bank refuses or blocks the account, obtain the reason in writing, correct the evidence, assess the right-to-account procedure and preserve every payment and authentication record. Do not share credentials or let an expired signatory continue operating the account.
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