Your French company needs fresh money and you live in London, New York, Dubai or Singapore. The bank asks for equity before renewing the overdraft, a supplier wants a stronger balance sheet, or you simply want to convert the cash you already advanced into shares. Under French law, putting money into a French company after incorporation means increasing its share capital, and that operation follows strict rules on who decides, who can subscribe first, how the price is set and how the new capital is filed. This guide explains the full path from abroad, for the two vehicles foreign founders use most, the société par actions simplifiée (SAS, a flexible joint-stock company) and the société à responsabilité limitée (SARL, a limited liability company with parts rather than shares), with notes on branches where relevant.
If you have not yet chosen your vehicle, start with our comparison of SAS, SARL or branch: how a foreign founder chooses the right vehicle to do business in France, which explains liability, management and tax registration before you inject a single euro. Once the vehicle exists, the capital increase is the legal tool that turns your additional funding into issued capital, updates the Kbis (the official company identity certificate issued by the greffe, the commercial court registry) and is published in the BODACC (the official bulletin that publishes company notices). Every French acronym is explained the first time it appears, and every decisive legal statement below is anchored to the statute or court decision it comes from, with the official link.
The stakes are practical. A capital increase changes percentages: a founder who held 70 percent can fall below 50 percent after one reserved increase, or regain control through one. It changes value: shares issued at nominal value when the company is worth ten times that amount transfer wealth from existing shareholders to the newcomer. And it changes risk: an increase voted without proper notice, without the required reports, or with a conflicted appraiser can be annulled, sometimes years later, unwinding everything built on it. The two questions every foreign shareholder asks are therefore simple: how do I put money in at the right price without being diluted against my will, and how do I vote, pay and file the whole operation without flying to France? Part I answers the first question, Part II the second.
I. How do you put fresh money into your French company from abroad without losing control or value?
French company law offers four main routes to increase capital: subscribe new shares in cash, set off a claim you already hold against the company, contribute assets in kind, or incorporate reserves and retained profits into capital. Each route has its own price logic, its own liberation schedule (liberation meaning the actual payment of the subscribed amount) and its own protective paperwork. The common thread is the preferential subscription right, the mechanism that lets existing shareholders subscribe first in proportion to their holding so that a newcomer cannot dilute them silently.
A. Which route fits your cash: cash subscription, set-off of your current account, contribution in kind or incorporation of reserves?
The cash subscription (augmentation de capital en numéraire) is the standard route. You subscribe a defined number of new shares or parts at a defined issue price and you pay at least the legal minimum immediately, the balance later within the legal period. In a SARL, the rule is mechanical: “En cas d’augmentation de capital par souscription de parts sociales en numéraire, les dispositions du dernier alinéa de l’article L. 223-7 sont applicables. Ces parts sont obligatoirement libérées, lors de la souscription, d’un quart au moins de leur valeur nominale.” (Article L223-32 of the Commercial Code). The balance must be paid within five years from the day the increase becomes definitive. In a joint-stock company such as a SAS, criminal sanctions back a similar discipline at incorporation and on later issues: founders and managers face a fine of 150,000 euros for issuing shares for cash without minimum liberation (see Article L242-1 of the Commercial Code). The underlying civil principle applies to every company: “Chaque associé est débiteur envers la société de tout ce qu’il a promis de lui apporter en nature, en numéraire ou en industrie.” (Article 1843-3 of the Civil Code). A promise to subscribe is a debt owed to the company, and the company can call it.
From abroad, the cash must actually land where French law expects it. In practice the funds are wired to a blocked account with a French bank, the Caisse des dépôts (the state-owned public financial institution that holds blocked capital deposits) or a notary (notaire, a public officer who can hold funds), which issues the deposit certificate (certificat du dépositaire) proving payment. Founders living outside France should plan for bank compliance checks, transfers in foreign currency converted into euros, and proof of origin of funds; the depositary will ask for identification of the subscriber, the draft resolutions and the amount allocated to nominal value versus share premium (prime d’émission, the surplus over nominal value that goes to a dedicated equity account). Keep the SWIFT confirmations and the deposit certificate together: the greffe will want the certificate at filing, and a future challenger will ask where the money came from.
The second route, increase by set-off (compensation de créances), converts money you already lent into capital. Most foreign founders finance the early months through a shareholder current-account advance (compte courant d’associé, a loan recorded in a dedicated account that the shareholder can normally reclaim). When the company cannot repay, incorporating that advance into capital cleans the balance sheet: liabilities fall, equity rises, and banks read the company as solvent again. The claim used for set-off must be certain in its existence, fixed in amount and due for payment; an auditor (commissaire aux comptes, the statutory auditor) or the board certifies that condition in a certificate (certificat de créances). Because no fresh cash crosses the border, this is often the fastest route from abroad: one wire already made months ago does the work, and the operation is documented by board paper, set-off agreement and updated current-account statements. One warning: if the advance came from a foreign parent company rather than from you personally, transfer-pricing and foreign-exchange documentation should already exist, because the same loan may have been deducted as interest abroad and taxed as income in France.
The third route, contribution in kind (apport en nature), covers equipment, software, patents, trademarks, a business (fonds de commerce) or shares in another company. It looks attractive when you want to move intellectual property into the French vehicle, but it triggers the heaviest protection in the Code: “En cas d’apports en nature ou de stipulation d’avantages particuliers, un ou plusieurs commissaires aux apports sont désignés à l’unanimité des actionnaires ou, à défaut, par décision de justice.” (Article L225-147 of the Commercial Code). The contribution appraiser (commissaire aux apports, an independent expert who values the contributed asset) must be appointed unanimously or by court order, and the shareholders vote on the valuation report. A unanimous appointment signed by videoconference from three countries is valid if the articles allow electronic decisions; otherwise, a petition to the commercial court (tribunal des activités économiques, formerly the commercial court) takes a few weeks and should be scheduled before the meeting, not after.
The independence of that appraiser is not a formality. On 28 May 2026 the Commercial Chamber of the Court of Cassation (Cour de cassation, France’s supreme court for civil and criminal matters) held: “Il résulte de la combinaison des articles L. 225-149-3, dans sa rédaction alors applicable, L. 225-147, L. 227-1 et L. 822-11-3, devenu L. 821-31, du code de commerce que les fonctions de commissaire aux apports sont, à peine de nullité des délibérations prises au vu de son rapport, incompatibles avec toute activité ou tout acte de nature à porter atteinte à son indépendance à l’égard de l’une des parties à l’opération d’apport ou d’une personne qui la contrôle ou qu’elle contrôle.” (Court of Cassation, Commercial Chamber, 28 May 2026, No. 25-13.211). The Court added: “Il en est ainsi lorsque le commissaire aux apports a, avant sa désignation, accompli, pour le compte de la société dont les titres sont apportés, une mission d’expertise-comptable de cette société.” In that case the expert had been the accountant of the contributed company, and the letter engaging him was itself annulled. For a foreign founder, the lesson is direct: never appoint the group accountant, the regular auditor or anyone who valued the asset for you as the contribution appraiser, however convenient across time zones. Appoint a genuinely independent expert, disclose any prior contact in writing, and keep the appointment resolution and the report in the company records.
The fourth route, incorporation of reserves (incorporation de réserves, bénéfices ou primes), issues new shares without new money by moving existing equity from one account to another, or raises nominal value. It requires distributable amounts actually present in the accounts: retained earnings (report à nouveau), disclosed reserves or share premium from a prior round. It costs little, needs no depositary and no appraiser, and it is the clean way to round the capital to a credible figure before a bank meeting. It does not bring liquidity, so it never fixes a cash shortage; it rearranges equity. Many foreign-owned companies combine routes in one meeting: a set-off for the founder advance plus a small cash subscription for a new investor, documented in separate resolutions so that a flaw in one does not sink the other.
B. What price do you pay and how do you defend your preferential subscription right against dilution?
The issue price has two components: nominal value (valeur nominale, the face value printed in the articles) and any premium. A company with 10,000 euros of capital divided into 1,000 shares of 10 euros that issues 500 new shares at 10 euros raises 5,000 euros and the newcomer holds one third; issued at 100 euros each, the same 500 shares raise 250,000 euros, of which 5,000 goes to capital and 245,000 to premium, and the newcomer still holds one third of the votes but paid fifty times more. Price therefore decides who transfers value to whom. In an SAS the price is set by the shareholders under the conditions defined in the articles of association (statuts, the founding contract that organises powers), on the basis of a board report and, where one exists, a special report of the auditor; in a public offer without preferential rights, the Commercial Code adds a detailed price-setting regime (see Article L225-136 of the Commercial Code). In a SARL, any change to the capital requires the qualified majority described below, and the price must be coherent enough that a minority shareholder can later explain to a judge why it was fair. Document the method every time: discounted cash flow, multiples of comparable companies, net asset value, or a recent third-party term sheet. A one-line price with no method is the first exhibit in every dilution lawsuit.
The shield against unfair dilution is the preferential subscription right (droit préférentiel de souscription, universally shortened to DPS, the right of each existing shareholder to subscribe new cash shares first in proportion to the holding). The Code states the principle without ambiguity: “Les actions comportent un droit préférentiel de souscription aux augmentations de capital.” And: “Les actionnaires ont, proportionnellement au montant de leurs actions, un droit de préférence à la souscription des actions de numéraire émises pour réaliser une augmentation de capital.” (Article L225-132 of the Commercial Code). The right is detachable and transferable; a shareholder who cannot fund the round can sell the right rather than suffer dilution. Individual waiver is always possible, but it must be express and informed: “Les actionnaires peuvent renoncer à titre individuel à leur droit préférentiel.”
Removing that right for the whole operation, or for a slice of it, is possible but framed. The meeting that decides or authorises the increase “peut supprimer le droit préférentiel de souscription pour la totalité de l’augmentation de capital ou pour une ou plusieurs tranches de cette augmentation” (Article L225-135 of the Commercial Code), acting on the board report and, depending on the route, on a special auditor report, with the price conditions of the following articles. In an SAS, the articles often let the shareholders define which decisions are collective and at what majority; read them before assuming the DPS applies exactly as in a classic joint-stock company, because SAS shareholders may organise, limit or reinforce subscription rights contractually within the bounds of public policy. In a SARL, where parts are not negotiable securities, the protection works through the majority and the equal treatment of holders: an increase reserved to one holder that wipes out the others will be examined as a potential abuse of majority (abus de majorité, a decision taken against the corporate interest to favour some holders over others).
Do the arithmetic before every meeting, especially from abroad where you cannot gauge the room. Take a SAS with two shareholders: you hold 800 shares, your French partner holds 200. The meeting issues 1,000 new shares reserved to the partner at nominal value while the company is profitable. Your stake falls from 80 percent to 40 percent overnight and the partner moves from 20 to 60 percent. If the price equals nominal value while the real value per share is five times higher, the wealth transfer is measurable to the euro, and a judge will measure it. Now reverse the scenario: with your DPS intact, you may subscribe 800 of the 1,000 new shares and keep 80 percent by wiring 800 times the issue price before the subscription deadline. The deadline matters: DPS rights lapse if unexercised within the subscription period, and a shareholder in another time zone who discovers the meeting three weeks late may find the period closed. Insist that notices state the opening and closing dates of the subscription, the price with its breakdown between nominal and premium, the payment mechanics from a foreign account, and the contact for sending funds; then calendar the deadline in two time zones.
The most dangerous variant is the accordion squeeze (coup d’accordéon, a reduction of capital to zero immediately followed by a reserved increase that expels whoever does not put money back in). Used honestly, it rescues a company whose losses exceed half the capital: old shares are cancelled, willing holders re-subscribe, unwilling ones leave. Used tactically, it expels a foreign holder who was never properly told that fresh money was due within days. The Court of Cassation polices the boundary with a condition that cannot be contracted around: “Il résulte de ces textes que la réduction à zéro du capital d’une société par actions n’est licite que si elle est décidée sous la condition suspensive d’une augmentation effective de son capital amenant celui-ci à un montant au moins égal au montant minimum légal ou statutaire.” (Court of Cassation, Commercial Chamber, 4 January 2023, Nos. 21-10.609 and 21-12.515). In that case a 2015 extraordinary meeting had cut the capital to zero and re-increased it with DPS maintained on paper, while one holder ended up subscribing everything; emergency proceedings suspended the increase, and the Court held that without an effective increase the zero-reduction could not legally produce effects, so the evicted holder had kept shareholder standing to sue. For a founder abroad, the operational message is plain: treat any zero-reduction proposal as a red alert, demand the full timetable of the paired increase, the DPS terms, the depositary details and the subscription window in writing, subscribe or formally waive within the window, and challenge immediately if the increase is presented as already completed by others before you could wire funds.
II. How do you vote, pay and file a French capital increase without flying to France?
Competence, quorum and paperwork decide validity more often than business logic. An increase modifies the articles, so it belongs to the extraordinary side of company decisions; it must be convened, reported, voted, paid and published in that order, and each step leaves a document the greffe or a future claimant will read. Remote participation is broadly available, but only if the articles allow it and the convening notice organises it. The paragraphs below follow the chronological order of a clean operation: decide, then pay, then file, then defend.
A. How is the decision taken at a distance: who convenes, who reports, who votes and at what majority?
In a joint-stock company the starting rule is exclusive: “L’assemblée générale extraordinaire est seule compétente pour décider, sur le rapport du conseil d’administration ou du directoire, une augmentation de capital immédiate ou à terme.” (Article L225-129 of the Commercial Code). The meeting may fix every term itself or delegate power under the statutory delegation regime, and the increase must then be completed within five years of the decision or delegation. An SAS applies these provisions only to the extent they fit its structure: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” (Article L227-1 of the Commercial Code). That same article then refers to the joint-stock company rules only so far as they are compatible with the special SAS chapter, with its own list of excluded articles. Read that reference with your articles open: in an SAS, the articles decide which body acts collectively, by what means and at what threshold, so two SAS companies can validly increase capital through entirely different bodies. In a SARL the statute is direct: apart from nationality changes requiring unanimity and registered-office moves, other amendments to the articles are adopted by holders representing at least three quarters of the parts (see Article L223-30 of the Commercial Code), unless the articles demand more. Count your votes before convening: a 70 percent holder alone cannot amend SARL articles, while a 75 percent holder can.
Convening (convocation, the formal notice sent to every holder) is where foreign shareholders win or lose cases. Notices must reach every holder entitled to vote, at the address in the company register, within the statutory or contractual period, with the agenda, draft resolutions and reports attached. Distance increases every risk: mail to a London or New York address arrives late, an email address changed two years ago bounces, a partner acts as if the absent founder had resigned. The Court of Cassation recently recalled the exact test for annulment in a SARL: “Il résulte de ce texte que le défaut de convocation régulière de l’associé d’une société à responsabilité limitée à l’assemblée générale de cette société n’entraîne la nullité des délibérations de cette assemblée que si cette irrégularité a privé l’associé de son droit d’y prendre part et qu’elle était de nature à influer sur le résultat du processus de décision.” (Court of Cassation, Commercial Chamber, 29 May 2024, No. 21-21.559). A foreign holder who proves late or missing notice, effective exclusion from the vote, and an outcome the vote could have changed therefore holds a serious nullity claim; a holder who was properly emailed, acknowledged receipt and simply did not connect does not. Keep every notice, proof of posting, email log and read receipt: the SARL rule makes the facts of exclusion decisive.
Remote voting itself is authorised but conditional. In a SARL, decisions are taken in meeting, yet the articles may allow written consultation of the holders or unanimous written consent, including by electronic means, and may admit postal voting on a regulatory form (see Article L223-27 of the Commercial Code). In an SAS, videoconference, telephone deliberation and electronic signature apply whenever the articles provide for them, which well-drafted SAS articles always do. Practically, organise the meeting as a videoconference with a written record: circulate the board report on the reasons for the increase, the price method and the use of funds; attach the auditor special report where required; join the draft amended articles showing the new capital, the number and class of shares, and the nominal value; provide a proxy form (pouvoir) and a postal or electronic voting form; record attendance, connection incidents and votes in minutes (procès-verbal) signed electronically. If holders are spread across continents, appoint a meeting secretary who timestamps connections in Paris time and keeps the chat log; a contested vote is reconstructed from those traces, not from memories.
Three documents deserve special care from abroad. First, the delegation of powers: if the meeting authorises the president or the manager (gérant, the manager of a SARL) to record subscriptions and amend the articles, the delegation must state its scope, ceiling and duration, because the increase must be completed within the five-year window of the cited article. Second, the subscription form (bulletin de souscription): each subscriber signs how many shares are taken, at what price, how they are paid, and acknowledges the articles; a scanned signature followed by couriered originals works if the articles accept electronic signing, and qualified electronic signatures under the European eIDAS regulation are accepted by the registries. Third, identity and capacity proof for foreign subscribers: passport, foreign company register extract with sworn translation (traduction assermentée, a translation certified by a court-approved translator) and, where the subscriber is a foreign company, an apostille (apostille, the international authentication stamp under the Hague Convention) or legalisation. Prepare these before the meeting; the greffe rejects files for a missing apostille more often than for any legal error.
B. How do you pay, file and publish from abroad, and how do you challenge a flawed increase?
Payment comes before publication. Cash subscribers wire the minimum liberation to the depositary and obtain the deposit certificate; the certificate states the company name, the subscribers, the amounts per subscriber split between nominal and premium, and the blocked account reference. Set-off subscribers sign the set-off agreement and the company obtains the certificate confirming the claims are certain, fixed and due. Contributors in kind sign the contribution agreement (traité d’apport) and the meeting approves the appraiser report intervivos, meaning the approval and the report belong to the same decisional sequence, so a missing or annulled report contaminates the vote taken on its basis, as the 28 May 2026 decision above demonstrates. Whoever acts for the company then draws up the capital certificate: list of subscribers, amounts subscribed and paid, allocation to capital and premium, and confirmation that the whole increase is subscribed. Partial subscription is possible only if the meeting authorised it in advance; otherwise an unsubscribed increase fails and the funds must be returned, which is why subscription commitments from abroad should arrive as signed forms before the meeting closes the subscription, not as promises to wire later.
Filing runs exclusively through the Guichet unique (the single online company-formalities portal that replaced the former specialised centres), operated via formalities.entreprises.gouv.fr, with the greffe as registrar and the tax administration receiving the data in parallel. The file for a capital increase typically contains the amended articles, the minutes of the meeting that decided the increase and of the instrument recording its completion, the deposit or set-off certificates, the appraiser report for contributions in kind, the updated list of shareholders where required, and identity documents of new managers if the operation coincides with appointments. The greffe examines conformity, the Kbis is updated with the new capital figure, and a notice is published in the BODACC. Filing fees and publication costs are modest; rejection for an incomplete file is common and costs weeks. The three recurring rejection reasons for foreign-owned companies are: a foreign document without sworn translation, a missing apostille on a foreign company extract, and a mismatch between the capital figure in the minutes and in the amended articles after a currency conversion. Reconcile every figure in euros before uploading, name a correspondent in France authorised to answer the greffe queries within days, and keep the filing receipt (récépissé de dépôt) with the company seal.
Tax and accounting entries follow the legal completion. The premium is booked to a dedicated premium account, available for later incorporation; issue costs may be charged against it under accounting rules. Cash wired from a foreign shareholder account must be documented as equity, not as a loan, from the day of subscription: intercompany agreements, board minutes qualifying the inflow, and bank statements showing the subscriber as originator. If the inflow was first recorded as a current-account advance and later converted by set-off, the ledger must show the reclassification with the meeting date as pivot; auditors and a future tax inspection will follow that trail. Value-added tax has no role in a share issue as such, but contributions of a business or of real estate can carry registration duties and indirect-tax consequences that should be priced before the meeting, not discovered at filing.
Challenging a flawed increase obeys a strict timetable and a hierarchy of remedies. A holder who was excluded, misled on price, or confronted with a conflicted appraiser first writes a formal demand (mise en demeure, a registered letter demanding compliance within a stated deadline) identifying the irregularity and the remedy sought: communication of the report, suspension of filings, or a new meeting. Emergency proceedings before the commercial court (référé, the fast-track procedure for manifestly unlawful trouble) can suspend disputed resolutions, as the 2015 emergency order in the accordion case did, provided the claimant moves within weeks and shows urgency. Annulment on the merits follows: lack of proper convening with proven exclusion and influence on the outcome, violation of the DPS regime, conflicted appraisal with nullity of the deliberations taken on its basis, or abuse of majority for a reserved increase that serves the majority against the corporate interest. Standing requires shareholder status at the date of the claim, which is exactly what the 4 January 2023 decision preserved by holding the zero-reduction ineffective without an effective paired increase. Evidence from abroad is admissible if organised: email headers proving non-receipt, videoconference logs proving exclusion, bank records proving readiness to subscribe, and the price method or its absence proving unfairness. Limitation periods for nullity actions are short in company law, counted in years not decades, so a foreign holder who suspects a manoeuvre should have the minutes, notices and reports reviewed in the quarter following the meeting, not at the next annual accounts.
Defensive drafting prevents most disputes. Keep an updated shareholder register (registre des mouvements de titres) with current foreign addresses and emails, and amend it at every transfer. Write DPS mechanics into SAS articles: subscription period of at least fifteen days, notice by email with acknowledgement, price formula or expert determination (expertise under the statutory expert-appraisal procedure for price disputes between holders), and payment from foreign accounts to a named depositary. Require unanimous written appointment of any contribution appraiser with an independence letter. Cap delegations to the president with ceilings and expiry dates. And never combine in one resolution a zero-reduction with a reserved increase plus a governance overhaul: separate resolutions let a judge save the valid part if one part falls, while a single bundled resolution risks total annulment.
Conclusion
Increasing the capital of a French company from abroad is an ordinary operation when its sequence is respected: choose the route that matches the money already available, set a documented price, protect or expressly waive preferential rights, convene every holder with a complete file, pay through a French depositary, and file through the Guichet unique until the Kbis and the BODACC reflect the new capital. The three court decisions examined here draw the boundaries: a conflicted contribution appraiser annuls the deliberations taken on his report, a zero-reduction stands only with an effective paired increase, and a convening defect annuls only when it excluded a holder and could have changed the outcome. Measured against those boundaries, distance is no disadvantage: electronic notice, videoconference deliberation, qualified electronic signature and wire transfer to a French depositary give a shareholder in another country the same legal weapons as a shareholder in Paris, provided the calendar is watched in Paris time and every certificate is kept. Structure the increase as several severable resolutions, keep the price method and the subscription window in writing, and the fresh money will strengthen the balance sheet instead of feeding the next dispute.