You have incorporated, or are about to incorporate, a French company as a foreign founder. The articles of association of your SAS (société par actions simplifiée, the flexible joint-stock company most foreign investors choose) or your SARL (société à responsabilité limitée, the French limited liability company) are ready, the funds for the share capital are available, and then everything stalls at the bank. The bank asks for additional documents every week, delays the capital deposit certificate, refuses to open the account, or — worse — closes the account of your operating company without warning and freezes its cash. This scenario is one of the most common emergencies foreign founders face when doing business in France, and it has concrete legal remedies. French law gives every company domiciled in France a right to a deposit account, strictly regulates how banks may close accounts and cut credit lines, and punishes abrupt ruptures with damages. This article explains, step by step, how to unblock the capital deposit certificate (the attestation issued by the depositary bank, the Caisse des dépôts et consignations or a notary, proving that the cash contributions were paid up, without which the company cannot be registered), how to force a bank to open an account through the Banque de France (the French central bank) designation procedure, and how to react when a bank closes an account or withdraws an overdraft. Each decisive statement rests on a statutory text checked on Légifrance and on rulings of the Cour de cassation (the French supreme court for civil and commercial matters) read in full during the preparation of this file.

I. How do you open a French corporate bank account as a foreign founder and unblock the capital deposit certificate?

A. Why does the capital deposit certificate block your Kbis and how do you unblock it?

Nothing illustrates the French incorporation sequence better than the capital deposit. Before your company legally exists, the cash contributions of the founders must be paid into a blocked account opened in the name of the company in formation, and the depositary issues a certificate (certificat du dépositaire) listing the subscribers and the amounts paid by each of them. That certificate is a mandatory exhibit of the registration file submitted to the Guichet unique (the single online company formalities window operated by the INPI, the Institut national de la propriété industrielle). Without it, no registration, no Kbis. The Kbis is the official certificate of registration issued by the greffe (the registry office of the commercial court) proving that the company is entered in the RCS (Registre du commerce et des sociétés, the French trade and companies register); banks, landlords, suppliers and the URSSAF (the agency collecting French social security contributions) will ask for it before doing any business with you. Publication of the incorporation in a legal gazette and then in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official bulletin of civil and commercial announcements) follows registration.

The substantive rules differ between the SARL and the SAS, and your depositary will check them. In a SARL, the statute provides that “Les parts sociales doivent être souscrites en totalité par les associés.” Every share must be subscribed in full, shares representing contributions in kind must be fully paid up immediately, and Article L. 223-7 of the Commercial Code adds that “Les parts représentant des apports en numéraire doivent être libérées d’au moins un cinquième de leur montant.” Cash shares must therefore be paid up for at least one fifth of their amount at incorporation, the balance being callable by the manager within five years of registration. In a SAS, the architecture is different: Article L. 227-1 of the Commercial Code states that “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” A SAS, including a one-person SAS (SASU), can be formed by one or more investors whose liability is limited to their contributions, and the rules of the public limited company (société anonyme) apply to the extent they are compatible with the SAS regime. Through that bridge, Article L. 225-3 of the Commercial Code requires that “Les actions de numéraire sont libérées, lors de la souscription, de la moitié au moins de leur valeur nominale.” Cash shares of a SAS must therefore be paid up for at least half of their nominal value at subscription, with the surplus callable within five years of registration.

The deposit mechanics are strict and time-boxed. Article L. 225-5 of the Commercial Code provides that “A l’exception des dépositaires visés par le décret prévu à l’alinéa précédent, nul ne peut détenir plus de huit jours les sommes recueillies pour le compte d’une société en formation.” Nobody except the authorised depositaries may hold the collected funds for more than eight days. For the SARL, Article R. 223-3 of the Commercial Code specifies that “Dans les huit jours de leur réception, les fonds provenant de la libération des parts sociales sont déposés pour le compte de la société en formation” with the Caisse des dépôts et consignations (the French public financial institution that holds funds on behalf of third parties), a notary or a credit institution. In practice, this gives the foreign founder three doors: a bank, a notary (notaire), or the Caisse des dépôts. When a bank delays or refuses the deposit, the notary route and the Caisse des dépôts route remain fully valid and produce a certificate with exactly the same legal value for the greffe.

Understanding why registration matters clarifies the urgency. Article L. 210-6 of the Commercial Code provides that “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” Commercial companies acquire legal personality only upon registration in the RCS, and Article L. 123-1 of the Commercial Code organises that registration for companies and business groupings upon their declaration. Anyone who acts in the name of the company in formation before registration is jointly and unlimitedly liable for those acts unless the company, once registered, takes over the commitments. Every week lost at the deposit stage therefore extends the period during which the founders act at their personal risk.

The practical file that unblocks the certificate is always the same. Prepare certified articles of association (signed, or draft signed version accepted by the depositary), valid identification of every founder and of the appointed president, gérant (manager) or directors, proof of the registered office address in France (domiciliation contract or lease), the list of subscribers with the amounts paid by each, and — for foreign founders — the complete chain of identification of the beneficial owners (bénéficiaires effectifs, the natural persons ultimately owning or controlling the company). Wire the funds from an account in the name of the subscriber, never from a third party, and keep the wire slips. If the bank objects that the file is incomplete, ask for the missing items in writing, in one single list, with a deadline. A written single-list request prevents the classic drip-feed of new document demands that stretches incorporation over months. If the bank still refuses the deposit after a complete file, move the deposit to a notary or to the Caisse des dépôts without waiting: the certificate they issue unlocks the Guichet unique filing immediately, and you can open the operating account in parallel through the procedure described below.

B. Why do French banks refuse foreign founders and how does the right to an account force a solution?

Banks rarely refuse foreign founders out of hostility; they refuse out of compliance cost. French anti-money-laundering rules impose heavy identification duties that weigh more on files with foreign shareholders, foreign directors, foreign funds and complex ownership chains. Article L. 561-5 of the Monetary and Financial Code requires that “Avant d’entrer en relation d’affaires avec leur client ou de l’assister dans la préparation ou la réalisation d’une transaction, les personnes mentionnées à l’article L. 561-2 : 1° Identifient leur client et, le cas échéant, le bénéficiaire effectif au sens de l’article L. 561-2-2 ; 2° Vérifient ces éléments d’identification sur présentation de tout document écrit à caractère probant.” Before entering into a business relationship, the bank must identify the client and, where relevant, the beneficial owner, and verify those identities against probative written documents. The duty does not stop at account opening: Article L. 561-6 of the Monetary and Financial Code provides that “ces personnes exercent, dans la limite de leurs droits et obligations, une vigilance constante et pratiquent un examen attentif des opérations effectuées en veillant à ce qu’elles soient cohérentes avec la connaissance actualisée qu’elles ont de leur relation d’affaires.” Constant vigilance over transactions follows the bank throughout the relationship. A file with a recently formed foreign-owned SAS, capital wired from abroad, and a director resident outside France mechanically triggers enhanced checks, and some branch officers prefer refusing the file to processing it.

That refusal is not the end of the road, because French law grants a genuine right to an account. Article L. 312-1 of the Monetary and Financial Code states that “A droit à l’ouverture d’un compte de dépôt dans l’établissement de crédit de son choix, sous réserve d’être dépourvu d’un tel compte en France : 1° Toute personne physique ou morale domiciliée en France”. Any natural or legal person domiciled in France who holds no deposit account in France is entitled to the opening of a deposit account with the credit institution of its choice. A SAS or SARL whose registered office is in France qualifies as a legal person domiciled in France, even when its shareholders and directors are foreign. The procedure is operational and fast. Ask the bank that refuses you for a written refusal certificate (attestation de refus); the bank must deliver it systematically, free of charge and without delay. Then refer the matter to the Banque de France, which designates a bank near the company’s registered office or another place of your choice, taking market shares into account, within one business day of receiving the required documents. The designated bank must open the account with basic banking services (services bancaires de base: account opening, maintenance and closing, issuance of bank identity statements, direct debit domiciliation, cash deposits and withdrawals at the counter, and a payment card with systematic authorisation).

The Cour de cassation has illustrated this mechanism in a case that reads like the file of many foreign founders. In Cass. com., 30 June 2021, No. 19-14.313, a French company working with an Iranian business partner had been refused an account by a major bank, had referred the matter to the Banque de France under the right-to-an-account procedure, and the designated bank had opened a deposit account for it on 15 May 2017. The facts show the designation route working exactly as designed: a company the commercial banks did not want obtained an operating account through the central bank designation. The dispute then moved to the closure of that very account, which is the second emergency this article covers, but the opening phase deserves a clear lesson. Never accept an oral refusal. An oral refusal leaves no trace, triggers no designation, and wastes weeks. Always demand the written refusal certificate on the spot, file the Banque de France request the same day with the complete pack (articles of association, Kbis if the company is already registered or draft incorporation documents with proof of the registered office, identification of the legal representative and beneficial owners, and the refusal certificate), and keep proof of every transmission. If the designated bank delays opening, write again invoking the designation and set a short deadline; the designation is not a favour, it is an administrative instruction the bank must execute.

Two practical warnings complete this opening phase. First, the right to an account covers a deposit account with basic services, not credit. The designated bank will open the account and provide the basic services, but it is not obliged to grant an overdraft, a loan or a payment terminal contract. Plan the company’s cash accordingly and negotiate credit facilities separately once the account operates normally. Second, keep the company’s information stable during the designation: any change of registered office, legal representative or shareholding in the middle of the procedure generates a new round of identification checks under Article L. 561-5 and restarts the clock. Freeze the corporate structure until the account is open, then implement the planned changes.

II. What can you do when the bank closes your French company’s account or cuts its credit line?

A. Can the bank close your French company’s account overnight?

Account closure is the mirror emergency of account refusal, and it strikes operating companies: payroll to prepare, suppliers to pay, tax instalments due, and suddenly no account. French law draws a sharp line between ordinary closure, which requires notice, and exceptional closure without notice, which is confined to narrow statutory cases. For accounts opened under the right-to-an-account procedure with basic banking services, the statute allows the bank to terminate unilaterally without notice only where the client has deliberately used the account for operations the institution has reasons to suspect of pursuing illegal purposes. The Cour de cassation polices that boundary strictly, and its ruling in the Knappe case cited above is the reference foreign founders should know.

In Cass. com., 30 June 2021, No. 19-14.313, the designated bank had notified the company on 14 February 2018 of its decision to close the account with no notice, invoking an atypical operation of the account. Summary proceedings had held that the closure constituted a manifestly unlawful disturbance (trouble manifestement illicite, the urgent-judge finding that an obviously illegal act must stop immediately) and ordered the account maintained. The Cour de cassation recalled the governing principle in these terms: “Il résulte de ce texte que l’établissement de crédit peut résilier unilatéralement la convention de compte assorti des services bancaires de base, ouvert en application du droit au compte, lorsque le client a délibérément utilisé son compte pour des opérations que l’organisme a des raisons de soupçonner comme poursuivant des fins illégales, auquel cas il est dispensé de lui accorder un préavis.” A bank may therefore close a right-to-an-account deposit account without notice only where the client deliberately used it for operations the bank has reasons to suspect of pursuing illegal ends. The Court added a demanding evidential test: merely communicating the account details to a business partner so that it pays by transfer onto the account counts as deliberate use within the meaning of the statute, but the bank must still establish, at the date of the closure decision, that the suspected illegal-purpose use had already occurred. In Knappe, the announced transfer had reached the bank only after the closure decision, so the no-notice closure could not rest on it, and the appeal court was faulted for reasoning that excluded deliberate use on improper grounds.

For the foreign founder, the operational consequences are direct. If your company’s account is closed without notice, check immediately which reason the bank invokes and whether that reason predates the closure. Demand the written closure letter with its exact legal basis, collect the account statements proving normal operation, and identify every transfer the bank labels suspicious with its date, originator and supporting commercial document (invoice, contract, customs paperwork). Where the closure lacks a demonstrated pre-existing ground, the summary judge (juge des référés, the emergency civil judge) can be asked to find a manifestly unlawful disturbance and order the account maintained pending trial, exactly as happened in Knappe. File quickly: every day without an account deepens the loss (unpaid wages exposing the company to URSSAF recovery and employee claims, defaulted suppliers, missed tax deadlines) and that documented loss later supports the damages claim. In parallel, trigger a fresh Banque de France designation for another bank, so the company regains an operating account even if the litigation over the closed account lasts months. The two tracks — emergency litigation to maintain or restore, and designation to replace — run together and protect the business from being held hostage by one institution.

Where the bank does give notice of closure, respect the notice period discipline. Use the notice window to open the replacement account (through designation if needed), transfer direct debits and standing orders, inform payroll, suppliers and the tax authorities of the new bank details (RIB, relevé d’identité bancaire, the slip carrying the IBAN and BIC), and leave the old account funded until the last domiciled payment clears. A closure with proper notice does not in itself generate damages, so the founder’s energy is better spent on continuity than on contesting a regular termination. The fight belongs to closures without notice or with a notice period so short that it amounts to brutality, and to closures whose stated motive masks discrimination or retaliation — in which case every written trace of the bank’s shifting explanations becomes evidence.

B. Can the bank suddenly cut your overdraft or credit facility?

Credit lines obey an even more protective statute than deposit accounts. Overdrafts (découverts), current-account credit facilities and revolving facilities granted to a business for an indefinite term cannot be reduced or interrupted casually. Article L. 313-12 of the Monetary and Financial Code provides that such a facility “ne peut être réduit ou interrompu que sur notification écrite et à l’expiration d’un délai de préavis fixé lors de l’octroi du concours. Ce délai ne peut, sous peine de nullité de la rupture du concours, être inférieur à soixante jours.” Reduction or interruption requires written notification and expiry of a notice period agreed when the facility was granted, and that period cannot be less than sixty days, failing which the rupture is void. The same article adds that “Le non-respect de ces dispositions peut entraîner la responsabilité pécuniaire de l’établissement de crédit ou de la société de financement.” Breach of these provisions can trigger the bank’s financial liability. Two statutory exceptions dispense with notice: seriously reprehensible conduct by the borrower (comportement gravement répréhensible, typically fraud or misrepresentation) or a hopelessly compromised situation (situation irrémédiablement compromise, where no rescue is objectively possible). Banks invoke these exceptions routinely; courts verify them strictly, and the burden of proving them rests on the bank.

The Cour de cassation has given company borrowers two powerful weapons around this statute. First, the bank must explain itself even late. In Cass. com., 30 November 2022, No. 21-17.703, a bank had denounced various facilities granted to a one-person SAS and the company sought damages for abusive rupture. The Court held that “Il résulte de l’article L. 313-12 du code monétaire et financier que l’entreprise qui subit la réduction ou l’interruption d’un concours bancaire peut, même après l’expiration du délai de préavis, en demander les raisons à la banque et qu’à défaut de réponse, la banque est susceptible de voir sa responsabilité engagée.” A company whose facility is reduced or interrupted may ask the bank for the reasons even after the notice period has expired, and silence exposes the bank to liability. Concretely, if your overdraft was cut last quarter and the bank never explained why, a written request for reasons sent today still has legal teeth: an absent or evasive answer feeds the liability claim. Second, the sixty-day notice does not rewrite the contract. In Cass. com., 20 September 2023, No. 22-15.878, where a bank had terminated an open-ended current-account credit at the end of the sixty-day period, the Court ruled that “La notification par une banque, en application de l’article L. 313-12 du code monétaire et financier, de la résiliation d’un concours à durée indéterminée à l’expiration d’un délai de préavis ne le transforme pas en concours à durée déterminée.” Giving notice under Article L. 313-12 does not convert an open-ended facility into a fixed-term one. The distinction matters because the limitation and proof regimes differ between the two categories, and banks sometimes argue after the fact that the facility had become fixed-term to escape the sixty-day discipline.

Damages for brutal rupture follow the full-compensation principle (réparation intégrale, the rule that the victim must be placed back in the position it would have occupied without the fault): lost margin on contracts the company could not perform, extra financing costs, supplier penalties, and, where the rupture pushed a viable company into insolvency proceedings, the loss of the business itself. Document the chain from day one: the facility agreement with its notice clause, the rupture letter with its date, the explanations requested and received, the substitute financing sought and its cost, the contracts lost with correspondence proving the causal link to the cash gap, and the accounts showing the company’s situation before the rupture. Courts assess loss sovereignly but require proof of each head of damage; a lump-sum claim without supporting documents invites reduction. Note also that the bank is not liable to the company’s other creditors for maintaining its commitment during the notice period — the statute says so expressly — which removes the bank’s favourite excuse for cutting early supposedly to protect third parties.

One related trap deserves a warning for founders who personally guaranteed the company’s loans (caution, the personal guarantee by which an individual promises the bank to pay if the company defaults). When the company enters safeguard, receivership or liquidation proceedings, creditors cannot be held liable for losses caused by the facilities they granted except in cases of fraud, characterised interference in the debtor’s management, or guarantees disproportionate to the facilities. That shield, in Article L. 650-1 of the Commercial Code, protects lenders against claims that they wrongfully supported the company — it does not authorise a brutal no-notice rupture, which remains governed by Article L. 313-12. Do not let a bank conflate the two: the Article L. 650-1 shield answers the accusation of wrongful support, while your claim answers the accusation of brutal withdrawal. They are different lawsuits with different proof.

Conclusion

A French corporate bank account is never a favour granted to a foreign founder; it is a staged legal process with a remedy at every blockage point. At incorporation, the capital deposit certificate comes from a bank, a notary or the Caisse des dépôts, and the SARL one-fifth and SAS one-half minimum pay-up rules give you exact figures to put on the subscriber list. If a bank refuses the deposit or the account, the written refusal certificate plus the Banque de France designation within one business day replaces months of negotiation. If a bank closes the account without notice, the Knappe ruling confines no-notice closure to deliberate use for suspected illegal-purpose operations already established at the closure date, and the summary judge can order the account maintained. If a bank cuts an overdraft or facility, the sixty-day written notice is mandatory on pain of nullity, reasons can still be demanded after expiry, and silence engages liability. Run the two tracks in every crisis — emergency court action to stop the unlawful act, designation or substitute financing to keep the business alive — and build the paper file from the first day: written demands, dated letters, statements, lost contracts, extra costs. Judges compensate proven loss, not frustration. With that discipline, the banking incident stays an episode in the company’s history instead of becoming its end.

Need a quick opinion on your case

Facing a refused account, a blocked capital deposit, a closed company account, or a withdrawn overdraft for your French SAS or SARL? Our firm offers a consultation by telephone within 48 hours with an attorney of the firm. Call +33 6 46 60 58 22 or reach us through our contact page, and keep your bank letters, account statements, deposit documents and draft articles of association ready for the call.