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Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

Barreau de Paris Immobilier, sociétés, affaires Fiche CNB avocat.fr
Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

Your French Bank Refused to Open Your Company Account While You Live Abroad: Deposit Capital, Get the Kbis and Enforce Your Right to an Account

You live in London, New York, Dubai or Singapore, you have just signed the articles of your French SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose) or your French SARL (société à responsabilité limitée, the limited liability company with stricter rules), and then the bank says no. No business account, no certificate of deposit for your share capital, and therefore no Kbis extract, which is the official identity card of your company issued by the greffe, the registry office of the commercial court. Without that single document, the whole project stalls: the INPI one-stop shop (the Guichet unique run by the Institut national de la propriété industrielle, where every company must now file for registration) will not register you, clients will not sign, and you cannot hire. This article explains the exact sequence that gets a foreign founder out of that trap: how to deposit your capital even when retail banks hesitate, which papers actually unblock a compliance file, and how to force an opening through the Banque de France designation procedure, all while you remain abroad.

French law treats the business account as a contract the bank is free to refuse, but it also gives every company a safety net. 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” (Article L312-1 of the Monetary and Financial Code), and the refusal triggers a written procedure that ends, within one business day, with the Banque de France appointing a bank near the place of your choice. The pages below walk through both halves of the problem in the order a founder meets them: first, securing the capital deposit and the company registration, then forcing the account opening and running it from abroad. For the broader choice of vehicle, read our guide on how to choose between a SAS, a SARL, a branch and a subsidiary in France before you sign anything.

I. Deposit your capital and register the company even when the bank says no

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

French company law separates the promise to contribute from the payment itself, and the bank certificate sits exactly between the two. In a SARL, “Les parts sociales doivent être souscrites en totalité par les associés.” (Article L223-7 of the Commercial Code), while cash contributions must be paid up for at least one fifth of their amount on day one, the balance within five years on the manager’s call, and the amounts collected must be deposited under conditions fixed by decree since “Les fonds provenant de la libération des parts sociales sont déposés dans les conditions et délais déterminés par décret en Conseil d’Etat.” The same article adds a warning founders discover too late: the capital must be fully paid up before any new cash subscription, failing which the operation is void. In companies limited by shares, the parallel rule provides that “Les fonds provenant des souscriptions en numéraire et la liste des souscripteurs avec l’indication des sommes versées par chacun d’eux font l’objet d’un dépôt dans les conditions déterminées par décret en Conseil d’Etat” (Article L225-5 of the Commercial Code), and nobody outside the authorised depositaries may hold the collected money for more than eight days. The official step-by-step for founders, in English, is published by the public service for businesses at how to form and deposit company share capital, and the registration formalities themselves are described at company registration formalities in English.

The decree then names three doors, and a foreign founder should knock on all three in parallel rather than wait for one bank. The regulation provides 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 et par les personnes qui les ont reçus à la Caisse des dépôts et consignations, chez un notaire ou dans un établissement de crédit.” (Article R223-3 of the Commercial Code). In plain terms: a licensed bank, a notaire (the French public officer who authenticates deeds and can hold funds in escrow), or the Caisse des dépôts et consignations (the state-owned financial institution, often shortened to CDC, which accepts capital deposits for companies in formation) can each issue the certificate, and the greffe accepts any of the three. Founders living abroad routinely overlook the notaire and the CDC because comparison sites only review retail banks, yet both depositaries are used to foreign subscribers, accept SWIFT transfers with a clear reference such as “capital deposit, company in formation, subscriber name”, and issue the attestation de dépôt des fonds, the blocking certificate that lists the company name in formation, each subscriber and the amount paid. Practical tip: ask each depositary before wiring what reference it requires, whether it needs the draft articles first, and how many days it takes to issue the certificate, because a transfer that arrives without the reference sits in suspense and the eight-day clock keeps running.

The certificate then locks the money until registration, which is precisely what makes it valuable to the greffe. The statute provides that “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.” (Article L223-8 of the Commercial Code). Only the appointed representative of the company, after the SIREN number (the unique nine-digit identification number issued by INSEE, the national statistics institute, on registration) and the Kbis have been delivered, can release the funds into the new operating account. If the company is never formed or never registered within six months of the first deposit, each contributor can petition the court for permission to take the money back, or a common agent for all contributors can claim it directly from the depositary. Two consequences follow for a founder abroad. First, never wire the capital to the personal account of a partner, a consultant or a future manager: apart from breaching the eight-day rule, that person cannot produce the certificate and the greffe will reject the file. Second, keep the wire proof, the deposit request and the certificate together, because the same bundle will be demanded again by the bank that later opens the operating account and, in case of dispute, by the judge who must decide who paid what.

A frequent question is whether a foreign parent company can simply lend the money instead of subscribing capital, through a shareholder current account known as a compte courant d’associé. The answer is yes, but the loan never replaces the deposit: the greffe wants the blocking certificate for the subscribed capital even if the parent also wires a loan the next day, and the loan agreement should be written, dated, interest-bearing or explicitly interest-free, and repayable on terms compatible with thin-capitalisation and transfer-pricing documentation. Founders who try to skip the capital step by wiring a large shareholder loan into a founder’s personal French account discover at filing time that the file is incomplete, and the weeks lost often cost more than the minimum capital they tried to save. Deposit the capital properly first through a bank, a notaire or the CDC, get the certificate, file with the INPI Guichet unique, receive the SIREN and the Kbis, and only then move the operating cash.

B. Why do banks refuse foreign founders and which papers actually unblock the file?

Banks rarely say that they do not want your business; they say that the file is incomplete, that compliance needs another document, or that the committee will answer next month. Behind those polite formulas sit two legal duties that every bank operating in France must apply before opening a business account. The Monetary and Financial Code requires banks to “Identifient leur client et, le cas échéant, le bénéficiaire effectif” and to “Vérifient ces éléments d’identification sur présentation de tout document écrit à caractère probant.” (Article L561-5 of the Monetary and Financial Code). The client means the company in formation plus every natural person behind it: the founders, the directors, and the beneficial owners, defined in French practice as the individuals who ultimately hold, directly or indirectly, more than 25 percent of the capital or voting rights or who exercise control. Verification means probative documents, not screenshots: a passport in validity, proof of address less than three months old with a certified translation if it is not in French or English, the draft articles, the list of subscribers, the source-of-funds evidence for the capital, and, where a foreign parent subscribes, the full chain of incorporation documents with apostille or legalisation where the issuing country requires it. The sanction for the bank that cannot complete this identification is radical, since “elle n’exécute aucune opération, quelles qu’en soient les modalités, n’établit ni ne poursuit aucune relation d’affaires” (Article L561-8 of the Monetary and Financial Code). Understanding that sentence changes the negotiation: the account officer who asks for a third document is often not obstructing you but protecting the bank from a regulator that punishes defective identification.

Four profiles trigger enhanced scrutiny, and a foreign founder frequently ticks all four at once: non-resident directors, a parent company in a jurisdiction the bank’s software flags, capital wired from a third country, and an activity the bank classifies as sensitive such as crypto, defence-adjacent services, or cross-border payments. The practical answer is to arrive with a file that reads like an auditor prepared it. Include a one-page group chart showing every layer between the ultimate individuals and the French company with percentages, a short source-of-funds note (salary savings, sale of a previous company, intragroup cash) backed by bank statements or a sale deed, recent tax returns or audited accounts of the parent, and a three-paragraph business plan stating what the French company will actually do, invoice and pay in its first year. Online account-opening platforms accept foreign directors in principle but their automated checks fail more often on non-French IDs and foreign proof of address, while traditional branches with an international desk take longer yet accept apostilled documents more readily. Apply to two banks and, in parallel, to a notaire or the CDC for the capital certificate so that a refusal from one retail bank never blocks the registration timetable. The public business service describes the refusal scenario and the remedies in English at refusal to open a business bank account: rights and remedies, and the general right-to-an-account page, in French, at refusal to open a bank account and the right to an account.

Two evidentiary habits decide most disputes later. First, make every submission traceable: send the file by email, keep the bank’s acknowledgements, and note the date on which the file became complete, because the designation procedure and any later claim for delay run from that date. Second, never let an oral “we will call you back” be the last word: after ten business days without a decision, send a short registered-style email asking for a dated decision and, in case of refusal, the written refusal certificate described below. Banks deal every day with intermediaries who promise founders a guaranteed account for a fee; no intermediary can guarantee a decision that belongs to the bank’s compliance department, and fees paid to such intermediaries are rarely recoverable. A clean, complete, documented file presented simultaneously to a bank, a notaire or the CDC beats any paid shortcut.

II. Force the opening and run the account from abroad without breaking the rules

A. How long does the bank have to answer and how do you seize the Banque de France?

Once your file is complete, the bank owes you a dated answer, and a refusal must be handed over in a form you can use. Under the right-to-an-account mechanism, a bank that refuses must give the applicant, free of charge and without delay, a written attestation of refusal and explain that the applicant may ask the Banque de France (the French central bank, which administers the designation procedure) to appoint a bank, as set out in Article L312-1 of the Monetary and Financial Code. In practice you should request three things in the same email: the dated refusal letter stating that the file was complete on a given date, the standardised attestation de refus, and the information leaflet on the Banque de France procedure. The Banque de France procedure itself is free, runs in one business day from receipt of the required documents, and designates a bank near your domicile or another place of your choice taking market shares into account. The central bank explains the steps and the counters where individuals and companies can file at the Banque de France right-to-an-account page. File the request the day you receive the refusal, attach the attestation, your ID, the draft articles or the Kbis if registration has already succeeded through a notaire or CDC certificate, and proof of address, and keep the filing receipt.

The designated bank must open the account, but founders should understand exactly what that bank owes and what it does not owe. The designated bank provides an account with basic services defined by regulation; it is not obliged to grant an overdraft, a chequebook, a credit line or immediate online multi-user mandates in the form you would prefer. The account agreement, known as the convention de compte, sets out how the account works, its tariffs and how it can be closed, and French law frames its content in detail, providing for individuals that “La gestion d’un compte de dépôt des personnes physiques n’agissant pas pour des besoins professionnels est réglée par une convention écrite” (Article L312-1-1 of the Monetary and Financial Code), with an equivalent written agreement governing business accounts in banking practice. Read that agreement before signing: notice periods for closure, cut-off times for transfers, fees on international wires, and the list of authorised signatories matter far more to a founder abroad than the headline monthly fee. If the designated bank delays beyond a few days, write again invoking the designation letter and copy the Banque de France counter that appointed it; designation files are tracked, and a documented reminder usually unblocks the file within the week.

Deadlines structure the whole sequence, so calendar them from day one. Capital wired to a founder’s hands must reach an authorised depositary within eight days of receipt; the designated bank answers the Banque de France process within one business day of receiving a complete request; and once the company exists, it joins the ordinary annual discipline of French companies, which must file their approved accounts with the greffe within one month of approval, two months for electronic filing, since “Les sociétés commerciales sont tenues de déposer, dans le délai d’un mois à compter de leur approbation par l’assemblée ordinaire, les documents comptables” (Article R123-111 of the Commercial Code). A founder who treats the account opening as a project with dated milestones, rather than as a favour to wait for, typically moves from first refusal to an operating account in two to four weeks: week one, parallel applications plus notaire or CDC certificate; week two, written refusal and Banque de France filing; week three, designated account and capital release after the Kbis. Keep every dated letter, because if the delay costs you a contract or forces late filing, only a paper trail showing when each file became complete supports a claim.

B. How do you operate a French company account from abroad without breaching compliance?

An account that has been forced open can still be closed if the way you use it alarms the bank’s monitoring software, so the second battle is operating normally from another country. French banks continuously screen transactions against the identification duties recalled above, and sudden changes in pattern, transfers without economic explanation, or instructions from undeclared intermediaries trigger reviews that freeze payments first and ask questions later. The operating discipline of a non-resident founder is therefore simple to state and demanding to keep: one declared operating account in France that receives revenue and pays French charges, transfers to the foreign parent that always reference an underlying document such as an invoice, a loan agreement or a dividend resolution, wages and URSSAF contributions (URSSAF being the network that collects employer and employee social security contributions) paid from that French account on time, and no personal expenses through the company account. Where the group needs cash flexibility, document it: an intragroup treasury agreement, board minutes authorising the transfers, and year-end reconciliations prepared by the French accountant. Banks rarely close accounts whose movements match the business plan filed at opening; they systematically review accounts whose wires contradict it.

Distance itself must be organised in the account paperwork. Most banks now accept remote opening for companies once identification is complete, using video identification or a certified agent, but they require the authorised signatories to be named in the articles or in a board decision, with specimen signatures, verified IDs and, increasingly, a French mobile number for strong authentication. If you as founder cannot travel, two instruments solve most cases: a precise power of attorney given to a named person for the account opening and first transactions, drafted or countersigned so the bank accepts it, and the appointment of a second signatory living in France, such as the general manager, who can present originals at the branch. Refuse any arrangement where a service provider asks to be sole signatory on your company account or to pool your funds in its own omnibus account: apart from the loss of control, the bank’s monitoring cannot attribute the movements to your company and the account will be flagged. The day the designated account works, open a second relationship elsewhere at a calmer pace, because a company with two banks survives a compliance review on one of them, while a company with a single account stops paying salaries the day that account is questioned. Our earlier analysis of the reverse situation, an operating account suddenly frozen or closed, explains the recovery reflexes that also apply here and why a second banking relationship is the cheapest insurance a foreign founder can buy.

Tax and social calendars continue regardless of where you sleep, and the bank account is where the administration checks that you exist financially. Value added tax returns and payments, corporate income tax instalments, the withholding on dividends paid to non-resident shareholders where a treaty applies, the single social declaration known as DSN (déclaration sociale nominative, the monthly electronic payroll return) and the annual filing of approved accounts at the greffe all transit through or are cross-checked against the French account. Keep a French accountant with direct read access to the statements, reconcile monthly, and archive every supporting document for the statutory retention periods, because a founder who answers a bank’s information request within 48 hours with clean records almost always keeps the account, while silence for three weeks is the most common cause of definitive closure. Where correspondence arrives only in French, have it translated by your counsel rather than guessed at: a request for the registre des bénéficiaires effectifs (the register of beneficial owners filed with the greffe) is routine, while a mise en demeure (a formal demand letter) starts limitation periods you cannot afford to miss.

Conclusion

A French bank may lawfully refuse your company, but it may not leave your company without a bank. Deposit the capital through whichever authorised door opens first, a bank, a notaire or the Caisse des dépôts et consignations, and secure the blocking certificate that the INPI Guichet unique and the greffe require for the SIREN and the Kbis. Present a compliance file that proves who stands behind the company and where the money comes from, demand every refusal in writing with its date, and file with the Banque de France the same day so that a designated bank opens the account within days rather than months. Then operate that account as the visible financial centre of the French company, with documented transfers, a second banking relationship opened at leisure, and a social and tax calendar that never slips because the founder lives abroad. Foreign founders who follow that sequence stop depending on the goodwill of a single branch and start relying on procedures the banks themselves must obey, which is the only solid foundation for hiring, invoicing and growing in France from another country.

Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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