You have signed the draft articles of your French company from London, New York or Dubai, you have wired several thousand euros to France, and now the money sits somewhere you cannot touch while the company still does not legally exist. Your bank answers slowly, the greffe — the registry office of the commercial court that will issue your Kbis, the official extract proving your company exists — asks for one more paper, and every week of delay pushes back your first invoices, your first hire and your French VAT number. This is the share-capital deposit, and for a founder living abroad it is the first real test of doing business in France.

French law makes the deposit of cash contributions (apports en numéraire) on a blocked account a precondition for registering any commercial company — a SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose), a SARL (société à responsabilité limitée, the limited-liability company with parts sociales rather than shares) or a SA (société anonyme). The funds stay frozen until the company is entered in the RCS (registre du commerce et des sociétés, the trade and companies register, now mirrored in the RNE, the national companies register). Only the registration unlocks the money, and only a paper called the deposit certificate (certificat or attestation de dépôt des fonds) unlocks the registration. This article explains, step by step, where the money must go and within how many days, how much you must pay on day one depending on your company form, how to release the funds once the Kbis arrives, and how to get your money back if the company is never registered. Each rule below is tied to the exact statute or court decision that states it, so you can forward the relevant passage to your bank or your French adviser.

I. How to Deposit Your French Company’s Share Capital From Abroad and Get the Blocked-Funds Certificate

A. Where the Money Must Go Within Eight Days and Which Papers Unlock the Certificate

The starting point is simple: cash subscribed for a company being formed must be deposited, fast, with one of three authorised keepers. For a joint-stock company (a SA, and therefore a SAS, which follows SA rules except where its own chapter says otherwise — a mechanism set by Article L227-1 of the Commercial Code), the statute provides that requires both the cash subscribed and the list of subscribers, showing the sums paid by each of them, to be deposited under conditions set by decree in Conseil d’Etat, and it adds a warning that matters enormously in practice: no one may hold sums collected for a company being formed for more than eight days — Article L225-5 of the Commercial Code. The implementing rule then names the three possible keepers: the funds and the subscriber list must be deposited for the account of the company being formed, by the persons who received the funds, either with the Caisse des dépôts et consignations, or with a notary, or with a credit institution — Article R22-10-6 of the Commercial Code. For a SARL the twin rule is nearly identical requires funds from the payment of shares to be deposited within eight days of receipt, for the account of the company being formed and by the persons who received them, with the Caisse des dépôts et consignations, a notary or a credit institution, and it adds that the payment of the shares and the deposit of the funds must be recorded in the articles — Article R223-3 of the Commercial Code.

For a founder living abroad, these three doors are not equal. A French high-street bank will open a blocked capital-deposit account, but its compliance department must first identify every subscriber and every ultimate beneficial owner (bénéficiaire effectif, the natural person who ultimately owns or controls the company and who will later be declared in the RBE, the beneficial-owners register). That duty comes from anti-money-laundering law requires banks, before entering into a business relationship with a client, to identify the client and where applicable the beneficial owner, and to verify those details against a probative written document — Article L561-5 of the Monetary and Financial Code. In practice this means a passport, proof of address, the draft articles (projet de statuts), the list of subscribers with each person’s amount, and often the source of the funds when the wire comes from outside the European Union. Documents issued abroad usually need an apostille or legalisation and a certified French translation before the bank or the greffe accepts them. If a bank refuses to open the deposit account, French law gives any person without an account in France a right to one gives anyone who holds no such account in France the right to open a deposit account with the credit institution of their choice — Article L312-1 of the Monetary and Financial Code, the droit au compte procedure described in detail in our guide to a refused corporate account and the Banque de France remedy.

The notary route (dépôt chez notaire) is often the fastest for a non-resident founder: a French notary can receive the funds, verify identity by video and power of attorney (procuration), and issue the certificate without requiring anyone to fly to France. The CDC (Caisse des dépôts et consignations, the state-owned public financial institution) offers a fully online deposit procedure that also avoids the queues of retail banks, though its documentary requirements are strict. Whichever keeper you choose, the output you need is always the same paper: the attestation de dépôt des fonds, the certificate naming each subscriber and each amount, which the official Service-Public guidance describes as indispensable to the company registration file. Without it, the guichet unique — the single online filing portal through which all company registrations have passed since 1 January 2023 — will not forward your file to the greffe, and without the greffe‘s entry there is no Kbis. Founders who hit a registry rejection at this stage usually stumble on foreign paperwork rather than on the capital itself, a problem covered in our guide to rejected filings, apostilles and legalisation. Prepare the subscriber list with extreme care: the sums on the certificate must match the wire references and the articles to the euro, because the keeper certifies what it received, not what you intended to send. A final logistical point matters for founders who cannot travel: you do not have to deposit the funds personally. A mandated person — a co-founder already in France, your French accountant or your lawyer — can carry the deposit on the basis of a written power of attorney, provided the keeper has verified the identity of every subscriber beforehand. If several founders wire from different countries, route the transfers early enough that all sums land before the eight-day clock forces the deposit, and keep each wire slip showing the sender name, because the keeper reconciles every euro against the subscriber list before signing the certificate. The online track of the public deposit institution is worth considering here: its portal lists the exact documentary bundle in advance, so a founder in Singapore or Montreal can assemble apostilles and translations before a single euro moves, instead of discovering a missing paper with the money already in transit.

B. How Much to Pay on Day One: Half of a SAS, One-Fifth of a SARL, and the Five-Year Balance

The second question every foreign founder asks — how much cash must actually move now — depends entirely on the vehicle. In a SAS, the amount of the share capital is unrestricted: the articles set it, and it can legally be one euro, though a symbolic capital alarms banks, suppliers and landlords, and the official guidance openly discourages it. What is not optional is the minimum payment at subscription. Because the SAS borrows the SA regime, cash shares must be paid up at subscription for at least half of their nominal value requires cash shares to be paid up at subscription for at least half of their nominal value, while the surplus is called later within a period not exceeding five years from the company registration — Article L225-3 of the Commercial Code, applicable to the SAS through Article L227-1 of the Commercial Code. Concretely, a 10,000-euro SAS capital requires at least 5,000 euros actually wired and deposited before registration; the remaining 5,000 can be called by the president within five years of the Kbis date.

In a SARL, the entry ticket is lighter but the discipline is the same. The statute requires shares to be fully subscribed by the members and cash shares to be paid up for at least one-fifth of their amount, with the balance callable by the manager (gérant) within five years of registration — Article L223-7 of the Commercial Code. A 10,000-euro SARL therefore needs only 2,000 euros deposited on day one. But the same article carries a sanction founders discover too late provides that share capital must be fully paid up before any subscription of new cash shares, on pain of nullity of the transaction. If you plan a second funding round with new investors eighteen months after creation, every euro of the original capital must have been called and paid first, or the whole increase can be annulled. Contributions in kind (apports en nature) — equipment, a patent, a business — follow a stricter rule in both forms: they must be fully paid up immediately, and they generally require a court-registered contributions auditor (commissaire aux apports) unless the narrow statutory exemptions apply.

Why does French law police the reality of capital so fiercely? Because capital is the guarantee fund of creditors, and judges verify that it genuinely exists rather than on paper. The Cour de cassation, France’s supreme court for civil and commercial matters, has held that even a reduction of capital to zero is lawful only on strict terms holds that a reduction of a joint-stock company capital to zero is lawful only if decided subject to the condition of an effective capital increase bringing it to at least the legal or statutory minimum — Cour de cassation, Commercial Chamber, 4 January 2023, No. 21-10.609, published in the Bulletin. The lesson for a foreign founder is direct: wire real money, keep the wire slips, and make sure the subscriber list, the certificate and the articles all describe the same reality. Choosing the capital amount itself deserves a deliberate decision, not a default. One euro of capital keeps the day-one wire tiny but signals fragility to every bank, landlord and supplier who reads the company extract, and it leaves no cushion when the first losses arrive. A capital of 5,000 to 20,000 euros, calibrated to six months of foreseeable costs, reassures counterparties and usually costs nothing extra to deposit in a limited-liability company, where only one-fifth must move immediately. Whatever the amount, record each future call of the balance in writing — a short decision of the president or manager noting the sums called, the deadline and the payments received — and file those decisions with the company records next to the original certificate. A second lesson concerns the exchange rate. If subscribers wire dollars, pounds or dirhams, the keeper certifies euros received; agree in advance who bears the conversion spread and record each subscriber’s euro amount exactly, because a mismatch of even a few euros between the wires and the subscriber list is the most common reason certificates have to be reissued — and each reissue costs another week.

II. How to Release the Money After Registration or Get It Back if the Company Never Exists

A. Releasing the Blocked Funds With the Kbis and Running the Account From Abroad

Once the company is registered, the lock opens — but only then. The law is categorical: funds from cash subscriptions may not be withdrawn by the company representative before its registration in the trade and companies register — Article L225-11 of the Commercial Code. Registration itself comes last in the constitution sequence provides that the registration application is filed after completion of the company constitution formalities — Article R210-1 of the Commercial Code. In practice the chain runs like this: deposit and certificate, signature of the final articles, filing on the guichet unique with the certificate attached, review by the greffe, entry in the RCS/RNE, publication in the BODACC (the official bulletin of civil and commercial announcements), and delivery of the Kbis. The keeper releases the funds against the Kbis and the instructions of the company’s legal representative — the président of a SAS or the gérant of a SARL — onto a current account opened in the company’s name, and from that moment the money is ordinary working cash: rent, salaries, suppliers, tax.

Three practical points decide whether this stage takes days or months for a founder living abroad. First, the current account is not the blocked account: schedule its opening in parallel with the registration filing so the released funds have somewhere to land, and confirm in writing that the bank will operate it with non-resident signatories, ideally with two authorised signatures and online access from your country. Second, the company’s tax identity follows registration automatically — the statistics institute (Insee) assigns the SIREN (the nine-digit company identifier) and the SIRET (the fourteen-digit establishment identifier), after which VAT registration and employer registrations can proceed, as explained in our full setup guide from bank account to first hire. Third, calendar the balance of the capital: the unpaid half or four-fifths must be called within five years of registration, and a founder who forgets the call discovers the problem at the worst moment — during a new funding round, which in a SARL is void unless the existing capital is fully paid up. Put a written reminder in the company’s calendar for year four, and have the president or manager record each call and each payment in the company registers so the chain of proof is complete if a bank, an auditor or a court ever asks where the capital went. Extend the same discipline to the company archive: file the original certificate with the articles, keep a certified copy with your accountant, and make sure the share register of a SAS, or the articles themselves for a SARL, reflect exactly the subscriber list the keeper certified. When the company later opens bank lines, signs a lease or pays its first dividends, counterparties routinely ask for this chain of certificate, articles and register, and a founder who produces it in minutes negotiates from strength.

B. Recovering Your Deposit if Registration Fails: the Six-Month Rule, Interest and the Courts

Sometimes the company never sees the light of day: the co-founders fall out, the bank never issues the certificate, the greffe rejects the file definitively, or the project simply dies. French law then converts your blocked deposit from a promise into a recoverable claim. The same article that forbids early withdrawal organises the refund provides that if the company is not formed within six months of the first deposit of funds, or is not registered within the same period, any subscriber may ask the court to appoint a representative to withdraw the funds and return them to the subscribers, minus distribution costs — Article L225-11 of the Commercial Code. Note the two triggers: no constitution within six months of the first deposit, or no registration within the same six months. Either one opens the door to the court, and any single subscriber can walk through it — unanimity is not required. The refund can also be requested directly from the keeper by a representative acting for all subscribers together.

Courts apply this mechanism firmly, including where the money was paid for a capital increase that never completed rather than for an initial formation. In a widely followed Paris ruling, investors had paid 8,050 euros and 22,050 euros toward the capital increase of a SAS, but the formalities were never finalised for want of obtaining the certificate of deposit of the funds, and the court recalled the governing principle that a cash capital increase is completed on the date of the keeper certificate. The court then ordered the companies jointly to pay back the full 30,100 euros — 8,050 euros for the claimant himself and 22,050 euros for his late father — with statutory interest running from the formal demand of 16 February 2023, capitalised — Paris Court of Appeal, Pôle 1, Chamber 2, 30 May 2024, RG No. 23/17840, with the twin case concerning the other investors decided the same day under RG No. 23/17839. Three lessons emerge for a foreign subscriber. First, without the keeper’s certificate, there is no completed subscription: whoever holds your money without that paper holds a refundable deposit, not your capital. Second, interest runs from your formal demand (mise en demeure), so send it early by tracked means as soon as the project stalls — the 16 February 2023 demand in that case fixed the starting point of years of interest. Third, summary proceedings before the commercial court (référé) can order a provisional refund within weeks where the failure to complete is undisputed, without waiting for a full trial on the merits.

Act before the situation rots. Keep every wire slip, every version of the subscriber list, the draft articles, the keeper’s correspondence and any refusal letter: these five documents decide refund cases. If the six-month mark approaches with no registration in sight, have a French lawyer send the formal demand and prepare the court application for the appointed representative rather than negotiating indefinitely — once appointed, the representative withdraws the funds from the keeper and distributes them, and the failed project ends with an accounting instead of a dispute. And if you later decide to revive the project with the same founders, the law requires a clean restart: new deposit of the funds and a new declaration, because the old blocked sums cannot simply be recycled into the new file.

Conclusion

A blocked capital deposit is not a French oddity to endure but a sequence to master: choose the right keeper for a non-resident — often the notary or the CDC rather than a retail bank — and file within eight days with a subscriber list that matches your wires to the euro; pay the correct fraction on day one, half of a SAS or one-fifth of a SARL, and diary the five-year balance; present the Kbis to release the money the day registration arrives; and if registration never comes, use the six-month court route with a formal demand that starts interest running. Founders who treat the deposit certificate as the keystone of the whole formation — which is exactly how the Paris Court of Appeal treats it — register faster, borrow more easily and, when a project fails, recover their money with interest instead of chasing it. For the steps that come next, from the Kbis to VAT and the first payslip, see our full setup guide for foreign founders.