You live in London, New York, Dubai or Singapore, and your French company cannot start because no bank will take it. The share capital you wired sits in a suspense account, the depositary will not issue the certificate, the single window asks for one more paper, and the Kbis extract that proves your company exists never arrives. This is the most common blocking point for foreign founders in France, and it is also one of the most misunderstood. Banks apply anti-money-laundering checks that are stricter for non-resident shareholders, depositaries refuse files with the slightest name mismatch, and every week lost without a Kbis extract (the official identity card of a French company, issued by the greffe, the clerk office of the commercial court) delays hiring, invoicing and VAT registration. This article explains, for a business reader living outside France, how to deposit share capital from abroad and obtain the certificate, what really delays the Kbis when the certificate is missing or wrong, how the statutory right to an account before the Banque de France (the French central bank) works in practice, and how to keep payments, payroll and tax running while the account is blocked. Every French acronym is explained, and every decisive legal statement is tied to the exact official text or court decision quoted in this article.

I. Deposit Your Share Capital From Abroad and Get the Certificate Without Flying to France

A. How to deposit share capital from abroad and obtain the deposit certificate

French company law leaves you a wide choice of vehicle, and that choice changes the capital rules you must follow. A SARL (societe a responsabilite limitee, the French limited liability company with intuitu personae shares) and a SAS (societe par actions simplifiee, the flexible joint-stock company most foreign founders choose) can both be formed with a symbolic capital of one euro, because no statute imposes a minimum for either form. The SAS is defined by the Commercial Code in these terms: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” That sentence, taken from Article L227-1 of the Commercial Code, is the reason foreign groups love the SAS: shareholders risk only their contribution, a single shareholder is allowed, and the articles of association organise governance almost without constraint. But latitude over the amount does not mean latitude over procedure. The money must actually be paid up in part on day one, deposited with an authorised depositary, and certified, or the registration file is incomplete.
For a SARL, the rule sits in Article L223-7 of the Commercial Code: “Les parts représentant des apports en numéraire doivent être libérées d’au moins un cinquième de leur montant.” In plain English, at least one fifth of every cash share must be paid up at subscription, contributions in kind must be fully paid immediately, and the balance of the cash must be called by the manager within five years of registration. For a SAS, which borrows the joint-stock company regime, the threshold is higher: Article L225-3 of the Commercial Code provides 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 at least one half at subscription, with the balance callable within five years of registration, while shares issued for contributions in kind are fully paid from issue. A foreign founder who wires only a token amount and promises the rest later will see the depositary reject the file, and rightly so.
The deposit itself follows a strict timetable that many foreign shareholders discover too late. Article R223-3 of the Commercial Code states: “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.” Whoever receives the money, typically the founder or the notary holding the file, must place it within eight days with one of three authorised depositaries: the Caisse des depots et consignations (the state-owned public financial institution that holds blocked funds, known as CDC), a notary (notaire, the French public officer who authenticates deeds), or a credit institution. The parallel rule for joint-stock companies is Article L225-5 of the Commercial Code, which adds a sentence 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.” Nobody except the authorised depositaries may keep formation money longer than eight days. A transfer left sitting in the personal account of a shareholder, even with the best intentions, breaches that rule and exposes the file to challenge.
In practice, a founder living abroad has three workable routes. The first is the online consignment of the CDC, which accepts deposits for companies in formation and issues the certificate (certificat du depositaire, the receipt that proves the capital was paid and blocked) without requiring the shareholder to hold a French bank account. The second is a French notary, who receives the wired funds, checks the identity documents and the draft articles, deposits the money and delivers the certificate, all by secure electronic signature and video identification where permitted. The third is a bank willing to open a blocked capital account (compte de capital bloque), which is not a running account but a holding account whose sole purpose is to receive the capital and release it after registration. Each route requires the same core papers: a valid passport, proof of address abroad with a certified translation where needed, the draft articles of association (statuts) identifying every subscriber and the number of shares or parts taken, and a transfer whose sender name exactly matches the subscriber name in the articles. Banks reject files daily because “John A. Smith” wired the money while the articles say “John Andrew Smith”. Exact match is not formalism; it is the anti-money-laundering rule applied to every cross-border file.
The depositary then issues two documents that the registration file cannot do without: the list of subscribers with the sums paid by each, and the certificate of deposit. Both travel into the single-window file (guichet unique, the INPI-run online portal that has centralised all business registrations in France since January 2023, operated by the INPI, the national industrial property office). Keep the transfer order, the foreign exchange slip and the depositary receipt together: if the greffe questions the origin of the funds, that bundle is your answer. The funds stay blocked until the company is registered, and they are released to the legal representative only on presentation of the Kbis extract. Never promise a supplier or a landlord that you will pay from the capital before registration; the money is legally unavailable, and writing cheques on it is pointless because no payment instrument exists on a blocked account.

B. What delays the Kbis when the deposit certificate is missing or wrong

The Kbis is issued after the company is entered in the registre du commerce et des societes (RCS, the trade and companies register kept by each greffe). Since the 2023 reform, every creation file passes through the single window, and Article R123-3 of the Commercial Code defines its content: “Le dossier mentionné à l’article L. 123-33 et transmis à l’organisme unique comprend les éléments suivants”, followed by the list of declared information, supporting documents and proof of payment of fees. When founders in Paris file, the competent office is the greffe of the Paris commercial court, but the portal and the documentary requirements are national, so a file prepared in London or Dubai faces exactly the same checks. Four defects cause most rejections, and all four are avoidable.
First, the deposit certificate itself: wrong corporate name, wrong amount, missing subscriber list, or a certificate issued before the final version of the articles changed the capital. The greffe compares the certificate, the articles and the declaration line by line; any divergence sends the file back. Second, the registered office (siege social): a domiciliation contract with an approved domiciliation company, a lease, or a lawful home-office clause is required, with a recent utility bill or tax notice as proof. A virtual address without an approval number is a classic ground for refusal. Third, the beneficial owners register (RBE, registre des beneficiaires effectifs, the confidential register of the natural persons who ultimately own or control more than 25 percent): the declaration of each beneficial owner must be filed with the creation file, and foreign founders often forget that every intermediate holding company must be traced through to a natural person. Fourth, regulated activities: if the company will give financial advice, handle client funds, run a restaurant or transport goods, the prior authorisation or qualification must be attached, and the single window blocks the file until it arrives.
Behind these formalities sits a substantive rule that foreign founders underestimate. Article L210-6 of the Commercial Code provides: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” Before that date, the company does not exist as a legal person, and anyone who signed in its name remains personally and jointly liable unless the company, once registered, takes over the commitment: “Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” The Cour de cassation (the French supreme court for civil and commercial matters) spelled out the condition in a published decision of 29 November 2023, appeal No 22-21.623: “Il résulte des articles L. 210-6 et R. 210-6 du code de commerce que les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. Les personnes qui ont agi au nom ou pour le compte d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis, à moins que la société, après avoir été régulièrement constituée et immatriculée, ne reprenne les engagements souscrits.” Read the full ruling at Cass. com., 29 November 2023, No 22-21.623. The practical lesson is direct: every pre-registration lease, service contract or purchase order should state in writing that it is signed in the name of (au nom de) the company in formation, with an automatic takeover clause (clause de reprise) providing that registration takes over the commitment. Without that sentence, the founder pays personally, and no Kbis will erase the debt.
A fifth delay deserves its own warning because it ruins otherwise perfect files: the announcement and publication chain. After registration, the creation is published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company creations appear). Founders who need to prove existence urgently, for a landlord or a tender, can rely on the provisional registration notice while waiting for the Kbis, but banks will not release the blocked capital on a notice alone. Count realistically: a clean file takes a few days, a file with one rejection takes two to four weeks, and a file combining a wrong certificate with a missing beneficial-owner declaration can take two months. A broader roadmap of the steps that follow the Kbis, from VAT to the first hire, is set out in our companion guide for foreign founders, Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire, which this article completes on the banking point.

II. Your Bank Refuses an Account While You Live Abroad: Right to an Account and Emergency Fixes

A. How the Banque de France right-to-account procedure works in practice

A bank in France may refuse to open a running account; it may not leave a company with no remedy. The statutory right to an account (droit au compte) is written in Article L312-1 of the Monetary and Financial Code: “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”. A company whose registered office is in France, including a company in formation domiciled in France through its articles and domiciliation, is a legal person domiciled in France and therefore holds that right, even when every shareholder lives abroad. The foreign residence of the shareholders is not a lawful ground to deny the procedure itself; it only explains why the bank asked for more papers.
The procedure runs in three steps, and each step must be documented. First, apply to at least one bank for a standard business account and obtain a written refusal (lettre de refus), or evidence of fifteen days of silence, which counts as refusal. Oral statements from an adviser, however polite, are useless before the Banque de France; ask for the dated letter stating the refusal. Keep the full application file that triggered it, because the designated bank will ask for the same bundle. Second, file the right-to-account request with the Banque de France for the department of the registered office, enclosing identity documents of the legal representative, the draft or registered articles, proof of the registered office address, the refusal letter, and a declaration on honour that the company holds no other deposit account in France. The filing can be made by the representative or by a person holding a written mandate; founders abroad commonly mandate the future manager, the notary or counsel holding a power of attorney. Third, the Banque de France designates a bank near the registered office, which must open the account with basic services within a short statutory deadline of the designation.
Those basic services (prestations de base) are not a favour; they are defined by decree. Article D312-5 of the Monetary and Financial Code lists them: “Les prestations de base mentionnées au II de l’article L. 312-1 comprennent : 1° L’ouverture, la tenue et la clôture du compte”, followed by the change of address, bank identity statements (RIB, releve d’identite bancaire, the slip giving the IBAN for transfers), direct debits and SEPA transfers (the euro-zone transfer scheme), monthly statements, cheque and transfer collection, remote balance viewing, cash deposits and withdrawals, and a payment card suitable for online use. A bank designated under the procedure cannot strip these back to a view-only account; if it does, write immediately to the Banque de France office that issued the designation, attaching the new refusal in writing.
Two pitfalls specific to foreign founders must be addressed honestly. Anti-money-laundering identification applies at account opening and again at the designated bank: uncertified foreign documents, expired passports, mismatched transliterations of names, or a beneficial owner who refuses to provide tax residence details will stall even a designation. Prepare a clean know-your-customer bundle before applying: certified passport copy, proof of address under three months old with translation, articles, Kbis once obtained, beneficial-owner declaration, and a one-page note describing the business activity and expected flows. Second, the right to an account gives a deposit account, not credit: overdrafts, chequebooks beyond the basic card, and merchant facilities remain at the commercial discretion of the bank. Plan cash accordingly and capitalise the company so that it survives its first quarter without borrowing.

B. How to run payments, payroll and tax while the account is blocked

A blocked or missing account does not suspend your legal obligations; it only forces you to meet them by other rails. Start with the blocked capital itself: it cannot be used for current payments, but its release should be prepared from day one. As soon as the Kbis arrives, the legal representative presents it to the depositary with the company bank details (RIB) of the newly opened running account and obtains the transfer of the released funds. If the depositary was the CDC or a notary, the release follows the decree conditions attached to Article L223-7 of the Commercial Code and Article L225-5 of the Commercial Code; if it was a bank capital account, the same bank usually converts the file into a running account on sight of the Kbis, which is the fastest route. Diary the five-year balance of unpaid capital from the start: the manager of a SARL and the board or president of a SAS must call the remainder before the five-year anniversary of registration, and any capital increase for cash before full payment is void.
Payroll cannot wait for banking comfort. A company that hires its first employee in France must file the pre-hiring declaration (DPAE, declaration prealable a l’embauche) before the start date, register with URSSAF (Unions de recouvrement des cotisations de securite sociale et d’allocations familiales, the agencies that collect employer social contributions), and run the monthly nominative social declaration (DSN, declaration sociale nominative). Salaries can be paid by SEPA transfer from the newly designated account as soon as it opens, and social contributions can be paid by SEPA direct debit once the account is active; in the gap, mandate a payroll provider only as transmitter, never as substitute employer, and keep written proof of every due date you met. Late DPAE or missing DSN draws penalties that no banking excuse removes, and the payslips must show the correct withholding of French income tax at source (prelevement a la source) from the first month.
Tax follows the same logic of continuity. Corporate income tax (IS, impot sur les societes) instalments, VAT returns and the local business tax (CFE, cotisation fonciere des entreprises) are filed and paid online through the tax portal, and SEPA payment from the new account works from the day the RIB is recorded with the tax office. If the account opens mid-quarter, record the RIB immediately in each online account (tax, URSSAF, pension and insurance bodies) and keep the acknowledgement receipts; a direct debit rejected for a closed or unknown account still counts as late payment with surcharges. Suppliers and landlords, for their part, can be paid from the founder current account (compte courant d’associe, the shareholder loan account) as a documented bridge, with a written loan agreement, interest terms where used, and repayment once the company account is funded. That bridge must be distinguished from the blocked capital: the capital is company money under lock, while the current-account advance is a loan you make to the company, repayable under the agreed terms.
Capital discipline does not end at formation, and foreign shareholders who later reorganise should know how strictly French courts read capital rules. In a published ruling on variable-capital companies of 18 December 2024, appeal No 23-10.695, the Cour de cassation held, visas Articles L231-1, L231-5 and L231-6 of the Commercial Code: “Il résulte de la combinaison de ces textes, lesquels sont d’ordre public, que, lorsque le retrait de l’associé d’une société à capital variable a pour effet de porter le capital social en-dessous du minimum statutaire, la seule restriction aux effets immédiats du retrait régulièrement donné par l’associé qui en découle est de ne pouvoir reprendre ses apports tant que le montant minimum du capital social n’est pas atteint.” And it added: “Il s’ensuit que l’associé retrayant d’une société à capital variable cesse, à compter de son retrait, d’être soumis aux obligations découlant de sa qualité d’associé, indépendamment de la date à laquelle les conditions de la reprise de son apport seront, le cas échéant, satisfaites.” Read the full ruling at Cass. com., 18 December 2024, No 23-10.695. The message for founders is symmetrical to the blocked-capital lesson: capital rules are a matter of public policy (ordre public), courts enforce them literally, and paperwork that tries to work around them fails. Keep every capital movement, whether subscription, release, withdrawal or increase, inside the statutory wording, and keep the paper that proves it.

Conclusion

A French company run from abroad stands or falls on three papers: a deposit certificate whose names and amounts match the articles to the euro, a single-window file whose registered office and beneficial owners survive the greffe comparison, and a written bank refusal that unlocks the Banque de France designation when the market says no. The eight-day deposit rule, the one-fifth or one-half payment thresholds, the personality acquired only at registration, and the basic-services account are not administrative folklore; they are the Commercial Code and the Monetary and Financial Code applied every day, with personal liability for founders who sign too early and public-policy nullity for capital movements that cut corners. Prepare the know-your-customer bundle before you wire a euro, write every pre-registration commitment expressly in the name of the company in formation with automatic takeover at registration, diary the five-year balance of the capital, and record the new RIB everywhere the day the account opens. The banking refusal that looked like the end of the project then becomes what the statute intended: a short, documented detour on the way to the Kbis.