You live in London, New York or Dubai, you have signed the draft articles of your French SAS (société simplifiée, the flexible simplified joint-stock company foreign founders usually pick) or your SARL (société à responsabilité limitée, the classic limited liability company), and then everything stalls: the bank will not open the company account, will not take your capital deposit, and without the deposit certificate the greffe (the registry office of the commercial court that registers companies) will not issue your Kbis (the official extract that proves your company legally exists). No Kbis means no SIREN company number, no unlocked funds, no invoices, no hiring. This article explains the exact chain that unblocks you: how much cash you must pay up on day one and where to park it when no bank wants you, how the registration on the Guichet unique (the one-stop online filing portal run by the INPI, the National Institute of Industrial Property) turns that deposit into a Kbis, why a bank is entitled to say no, and the two-track legal fix that gets you an operating account from abroad even after a refusal, including the central-bank designation procedure and the documents that make it work.

I. No deposit certificate means no Kbis: how to pay up the capital and register from abroad

A. How much cash to pay on day one and where to park it while the company does not legally exist yet

French company law draws a hard line that surprises many foreign founders: under article 1842 of the Civil Code, companies other than partnerships without legal personality only acquire legal personality upon registration, since they “jouissent de la personnalité morale à compter de leur immatriculation”. Your SAS or SARL therefore cannot open an account in its own name before it is registered, yet the registry will not register it until the cash contributions are frozen with an authorised deposit holder. That chicken-and-egg loop is normal, and the statutes organise it: the founders pay, a third party holds, a certificate proves it, and the company is born.

How much must you pay immediately depends on the vehicle. In a SARL, article L223-7 of the Commercial Code requires the shares to be fully subscribed, with cash shares paid up for at least one-fifth of their amount on day one and the balance released within five years of registration. In a joint-stock type company such as the SAS, which follows the SA capital rules, article L225-3 of the Commercial Code is stricter: the capital must be fully subscribed and cash shares paid up for at least half of their nominal value at subscription, with the surplus released within five years of registration. Contributions in kind must be fully paid up at once in both vehicles, and the breakdown of the shares must appear in the articles. Concretely, a SAS with 10,000 euros of cash capital needs 5,000 euros frozen before filing, while a SARL with the same capital can start with 2,000 euros. Founders who wire the full amount “to be safe” lose nothing legally, but founders who wire less than the fraction above will have their filing rejected.

Where the money must go is wider than most banks admit. For the SARL, article R223-3 of the Commercial Code provides in so many words: “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 et par les personnes qui les ont reçus à la Caisse des dépôts et consignations, chez un notaire ou dans un établissement de crédit.” Three doors, not one: the CDC (Caisse des dépôts et consignations, the state-owned financial institution that holds consigned funds), a French notary (notaire, a public officer who can hold funds in escrow), or a bank. For joint-stock companies the parallel rule sits in article L225-5 of the Commercial Code, which organises the deposit of subscription funds “dans les conditions déterminées par décret en Conseil d’Etat” and adds a warning founders should memorise: “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.” Anyone who collected your money, typically the founder or the lawyer, must hand it to the deposit holder within eight days and may not sit on it.

This is the practical key for a founder abroad: if the banks refuse you, walk through one of the other two doors. A Paris notary or the CDC will take the deposit of a company in formation against identification of the founders and the draft articles, and will issue the attestation de dépôt des fonds (the deposit certificate) that the registry demands. Ask in advance for the exact pack: passports, proof of address abroad, draft articles, list of subscribers with amounts paid by each, and the origin-of-funds documents the anti-money-laundering rules impose. The certificate must state who paid what, because the registry checks the fractions above against it. Keep the wire slips: the eight-day clock runs from receipt of the funds, and a late deposit is a ground for rejection of the file.

Once deposited, the money is locked. For the SARL, article L223-8 of the Commercial Code states: “Le retrait des fonds provenant de la libération des parts sociales ne peut être effectué par le mandataire de la société, avant l’immatriculation de celle-ci au registre du commerce et des sociétés.” The joint-stock twin, article L225-11 of the Commercial Code, says the same: “Le retrait des fonds provenant des souscriptions en numéraire ne peut être effectué par le mandataire de la société avant l’immatriculation de celle-ci au registre du commerce et des sociétés.” Nobody, not even the founder who paid, touches the money until the Kbis arrives. If the project collapses and the company is not formed or registered within six months of the first deposit, both articles give the contributors a judicial exit: each contributor can ask a court for permission to take the money back, or a representative of all of them can claim it directly from the deposit holder. Do not let a bank or an intermediary tell you the funds are “lost” if registration fails; the six-month release route exists precisely for that case.

One last trap concerns acts signed before birth. Because the company has no legal personality before registration, contracts, leases or loan offers signed “by the company” in that period are fragile. Article 1843 of the Civil Code allocates the risk: “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis”, while “La société régulièrement immatriculée peut reprendre les engagements souscrits, qui sont alors réputés avoir été dès l’origine contractés par celle-ci.” The founders stay personally on the hook until the registered company takes over the commitments. The Court of Cassation confirmed the method on 28 May 2025 in a widely noted commercial ruling (Cass. com., 28 May 2025, appeal no. 24-13.435, full text on the Cour de cassation website): “Il appartient au juge d’apprécier souverainement, par un examen de l’ensemble des circonstances, tant intrinsèques à l’acte qu’extrinsèques, si la commune intention des parties n’était pas que l’acte fût conclu au nom ou pour le compte de la société en formation.” In plain terms, judges look at the whole picture to decide whether a pre-registration act was really done for the company in formation, so label every pre-registration document as signed in the name and on behalf of the company in formation and list it in an annex to the articles for automatic takeover at registration. Our step-by-step formation guide for foreign founders, which covers the choice of vehicle, the Kbis and VAT in one place, is a useful companion to this article: Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire.

B. From the deposit certificate to the Kbis extract: the Guichet unique filing, the greffe check and the BODACC notice

With the deposit certificate in hand, registration itself is an online procedure you can drive from abroad. Since 1 January 2023, all business filings go through the Guichet unique (the single online counter) operated on the portal formalites.entreprises.gouv.fr under the responsibility of the INPI. You upload one file: the signed articles mentioning the release of the shares and the deposit of the funds, the deposit certificate, the ID and address proof of the directors and shareholders, the registered-office title (lease, domiciliation contract or founder’s premises), the declaration of beneficial owners for the RBE (Registre des bénéficiaires effectifs, the register identifying the individuals who ultimately own or control the company), and the notice of publication in a legal announcements journal. The portal routes the file to the competent greffe, the registry office of the commercial court (or the commercial chamber of the judicial court in Alsace-Moselle) for your registered office.

The greffe clerk checks the fractions and the certificate first, because that is where foreign files most often fail: a SAS file showing less than half paid up, a certificate that does not break down amounts per subscriber, or a deposit older than the file with no explanation will bounce. When the file is complete, the clerk registers the company in the Registre du commerce et des sociétés (the trade and companies register), issues the SIREN number, and delivers the Kbis: the official extract bearing the company name, form, capital, address, directors and SIREN, signed by the clerk. From that second, the company exists as a legal person and can act, bill and hire. Registration is then announced in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company creations, insolvencies and sales are published), which third parties consult to verify you. Anyone can pull your Kbis or your BODACC notice online, which is exactly why clients, suppliers and the next bank will ask for it.

The Kbis is also the key that unlocks the frozen capital. Present it to the deposit holder with the board or shareholder decision appointing the person authorised to operate the new current account, and the CDC, notary or first bank releases the funds to the company’s account. In practice, founders abroad organise this as a chain: Kbis received by email from the greffe, funds wired to the new operating account, supplier and payroll payments start. If your formation bank refused everything, including the deposit, and you deposited with a notary or the CDC, you will unlock the money into whichever operating account you secure in the second phase described below; the deposit holder does not get to keep the funds hostage once registration is proven. Budget two to six weeks end to end from abroad: a few days for the deposit once your documents are accepted, one to three weeks for the greffe review depending on backlogs and corrections, then a few days for the release. Files filed in August and December run slower, so do not promise your first client a start date that assumes a Kbis in five days.

Three mistakes account for most foreign-founder rejections, and all three are avoidable. First, the registered-office shortcut: a vague foreign address, a friend’s flat with no domiciliation paperwork, or a lease that forbids professional use will stop the file. Use a proper domiciliation company or a compliant lease from day one. Second, the beneficial-owner gap: the RBE declaration must name every individual holding directly or indirectly more than 25 percent of capital or voting rights, or exercising control by other means, with full ID details; foreign holding chains must be unwound down to the humans, and missing RBE data is the most common correction request. Third, the director-status blind spot: a non-EU director may need the right visa or residence setup to manage from France, and the greffe may query inconsistencies between the declared management and the immigration paperwork. None of these blocks is fatal, but each costs a week, so file a file that answers them before they are asked.

II. The bank said no: why the refusal is lawful and how to get an account anyway

A. Why foreign-owned files get refused: identity checks, beneficial owners and the written refusal you must demand

Banks refuse foreign-owned companies in formation for one dominant reason: they cannot complete the identification checks the law forces on them, and the penalty for getting those checks wrong is heavier than the profit on your account. Under article L561-5 of the Monetary and Financial Code, before entering a business relationship banks must “Identifient leur client et, le cas échéant, le bénéficiaire effectif” and “Vérifient ces éléments d’identification sur présentation de tout document écrit à caractère probant.” For a company held from abroad through one or two holding layers, identifying the client means identifying the company, its directors, and every ultimate beneficial owner behind the chain, then verifying each document as probative. A passport scan from a high-risk jurisdiction, a shareholder register the bank cannot read, a trust or foundation in the chain, funds arriving from an account in the founder’s personal name rather than a documented source: each of these forces the bank’s compliance team to ask for more, and many banks simply close the file instead.

The second half of the mechanism is a prohibition, not an option. Article L561-8 of the Monetary and Financial Code provides: “Lorsqu’une personne mentionnée à l’article L. 561-2 n’est pas en mesure de satisfaire aux obligations prévues à l’article L. 561-5 ou à l’article L. 561-5-1 , elle n’exécute aucune opération, quelles qu’en soient les modalités, n’établit ni ne poursuit aucune relation d’affaires et peut transmettre la déclaration prévue à l’article L. 561-15 dans les conditions prévues à cet article”. When the bank cannot satisfy the identification duties, it must not execute any transaction and must not open or continue the relationship. This rule even binds a bank designated under the right-to-account procedure described below: paragraph II of the same article extends the bar to the designated bank. A refusal grounded in failed identification is therefore not rudeness and not discrimination; it is the bank obeying a “do not touch” order from the anti-money-laundering statute. Founders who shout louder, or who split the deposit across three banks hoping one will look less closely, misunderstand the incentive: every French bank runs the same checks.

No general duty to contract with you backs the bank into a corner. Outside the specific designation procedure, a bank remains entitled to decline a new business relationship without giving detailed commercial reasons, subject only to the duty to hand you the refusal paperwork. That paperwork is your most valuable asset at this stage, so demand it in writing every time. Under article L312-1 of the Monetary and Financial Code, “L’établissement de crédit qui a refusé l’ouverture d’un compte fournit au demandeur systématiquement, gratuitement et sans délai, sur support papier, et sur un autre support durable lorsque celui-ci en fait la demande expresse, une attestation de refus d’ouverture de compte et l’informe qu’il peut demander à la Banque de France de lui désigner un établissement de crédit pour lui ouvrir un compte”. The bank must give you, systematically, at no charge and without delay, a written refusal certificate, and must tell you that you can ask the Banque de France (the French central bank, which runs the designation procedure) to appoint a bank for you. If the bank stalls instead of refusing, the official service-public guidance counts silence as refusal: no answer within fifteen days of the stamped receipt or hand delivery of your request is treated as a refusal, and the bank must then provide the refusal letter with reasons and point you to the procedure (see the official explainer Refus d’ouverture de compte bancaire: droit au compte and the Banque de France page Droit au compte bancaire). Never walk away from a refusal without that paper: without it, the next steps take longer.

Courts police this framework rather than forcing banks to take everyone. The Paris Court of Appeal applied the right-to-account provisions on 7 May 2026 in a case about account charges and fragile customers (CA Paris, P-le 4, ch. 9-A, 7 May 2026, RG no. 25/04289, full text on the Cour de cassation website), quoting the opening entitlement of the article word for word before checking whether the customer met its conditions. The lesson for founders is symmetrical: judges enforce the procedure as written, with its conditions and its limits, not as a blanket right to the bank of your choice. A company that already holds a deposit account in France cannot claim the procedure, since the statute opens it “sous réserve d’être dépourvu d’un tel compte en France”, in the words of article L312-1: “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”. And a designated bank that genuinely cannot identify you stays barred by article L561-8. Build your file to pass identification, and the procedure works; treat it as a magic wand over an opaque ownership chain, and it will fail at the same compliance wall.

B. The two-track fix from abroad: register without a bank, then make the Banque de France designate one

Put the two halves together and the strategy writes itself. Track one gets you born without a bank: deposit the capital with a notary or the CDC under article R223-3 or article L225-5, collect the deposit certificate, file on the Guichet unique, obtain the Kbis from the greffe, and unlock the funds. Track two gets you banked once you exist: as a legal person domiciled in France with no deposit account, your company falls squarely within the first category of article L312-1, which opens the right to “Toute personne physique ou morale domiciliée en France”. File the designation request with the Banque de France, enclosing the written refusal certificate, your Kbis, the articles, the ID of the legal representative and the beneficial-owner details, plus the sworn statement that the company holds no deposit account in France. The statute sets a fast clock: the Banque de France designates a bank near your registered office or another place of your choice within one working day of receiving the complete file, and the designated bank must open the account within three working days of receiving all the documents it needs. Those deadlines come straight from paragraph III of the article and are confirmed by the official guidance quoted above.

Know what the designated account is and is not. The designated bank must provide the basic banking services listed by article D312-5 of the Monetary and Financial Code: opening, maintaining and closing the account, bank-identity statements on request, direct-debit domiciliation, a monthly statement of transactions, cheque and transfer collection, SEPA payments, remote balance consultation, cash deposits and withdrawals at the counter or ATMs, and a payment card usable for online payments and EU cash withdrawals. That is an operating account, not a lending relationship: no overdraft, no credit line, no merchant-acquiring styling. The relationship is governed by a written account agreement under article L312-1-1 of the Monetary and Financial Code, and if the bank later wants out it must follow the exit rules of article L312-1, including a reasoned letter with a minimum two-month notice except in cases of illegal use or false information. Founders who expect full-service private banking from a designated account will be disappointed; founders who need to receive client wires, pay suppliers and run payroll will have exactly what the business needs.

Run the parallel commercial track at the same time, because designation takes weeks of preparation and most founders land an account sooner by fixing the file. Prepare one compliance pack and send it identically to three or four banks, including at least one online business bank: Kbis and articles, RBE beneficial-owner declaration with a plain-English ownership chart down to the humans, passports and proof of address for every director and owner above 25 percent, source-of-funds proof for the capital (sale contract, salary slips, prior company accounts), the business plan with expected flows, and the refusal certificate from the first bank. Answer the compliance questions within 48 hours; silence is read as opacity. Two details decide many files: wire the capital from an account in the subscriber’s own name, never from a third party or a crypto off-ramp, and keep the company address, the directors’ addresses and the contact phone consistent across every document. Video-identification is accepted by most banks for non-resident directors, so a trip to Paris is useful but rarely mandatory.

Close the loop once the account opens. Have the deposit holder release the frozen capital into the new operating account against the Kbis and the appointment decision, reconcile the released amount with the certificate, and record the release in the company’s accounts. Keep the refusal certificate, the Banque de France letters and the release slip for six years with the formation file: the URSSAF (the social-security collection agency), the tax office and any future investor will each, at some point, ask how the capital entered France. If a second bank later closes the account, the same designation route reopens, since a company left again with no deposit account may apply again. And if the whole project is abandoned before registration, remember the six-month judicial release in articles L223-8 and L225-11 rather than writing the money off. Refusal at the counter is a procedural event with a written remedy, not the end of the French project.

Conclusion

A French bank turning away a foreign-owned company in formation is not the wall it looks like. The capital can be frozen with a notary or the CDC within eight days, the deposit certificate converts into a Kbis through the Guichet unique and the greffe, and the funds unlock on registration. The refusal itself must come back to you as a written certificate, and once the company exists as a legal person domiciled in France, that certificate feeds the Banque de France designation that forces an account open within days, with basic services guaranteed by regulation. The founders who get stuck are the ones who negotiate with one bank for months while the file sleeps; the founders who get through deposit through the side doors, register, then run the compliance pack and the designation track in parallel. Assemble the identification file as carefully as the articles, demand every refusal in writing, and treat the Kbis as the key that turns both locks: the frozen capital and the operating account.

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