A foreign investor can subscribe to a capital increase of a French company without travelling to France, and the transaction can be completed without turning the investor into a French operating business. The practical difficulty is that a bank transfer is only one part of the operation. The French company must approve the issue through the body designated by its articles, determine whether existing shareholders have a preferential subscription right, collect a defensible corporate and beneficial-owner file, receive the funds in the correct form, and update the French registers. A foreign subscriber must also establish who is authorised to sign, how overseas documents will be authenticated, and whether the transaction is subject to foreign-investment screening.<\/p>\n
This guide focuses on a cash subscription for newly issued shares, especially in a French soci\u00e9t\u00e9 par actions simplifi\u00e9e<\/em> (SAS), the flexible French joint-stock company commonly used for investment rounds. It is not a guide to buying existing shares, moving to France personally, or acquiring French real estate. The difference matters: a share transfer pays the existing shareholder, while a new issue puts money into the company and changes the percentage ownership of the whole cap table. The safest sequence is therefore to settle governance and economics first, prepare the cross-border evidence pack, close the subscription against proof of funds, and only then complete the filing and register updates.<\/p>\n For the wider legal and administrative roadmap, see the firm\u2019s French company formation and corporate implementation guidance<\/a>. The present article addresses the financing step after the investor and the French company have chosen the transaction route.<\/p>\n The first question is not whether a foreign company is allowed to send money to France. It is which corporate decision is needed and what that decision is supposed to achieve. An SAS is a French company whose shareholders benefit from substantial freedom in the articles. Article L. 227-1 of the Commercial Code<\/a> makes the SAS subject to rules for companies limited by shares where they are compatible, while also organising the role of its president. The official text begins by stating that an SAS may be formed by one or more persons whose losses are limited to their contributions. That rule does not remove the need to follow the company\u2019s own articles and any shareholders\u2019 agreement.<\/p>\n Article L. 227-9<\/a> is central for the approval route. It states: \u201cLes statuts d\u00e9terminent les d\u00e9cisions qui doivent \u00eatre prises collectivement par les associ\u00e9s dans les formes et conditions qu’ils pr\u00e9voient.\u201d In English, the articles determine which decisions must be taken collectively by the shareholders and the procedure for taking them. The board, president, managing committee, or shareholders may therefore have different roles from one SAS to another. Before a term sheet is signed, obtain the current articles, every amendment, the shareholders\u2019 agreement, and any delegation or preferred-share terms. A foreign investor should not rely on a generic French \u201cextraordinary general meeting\u201d template when the articles designate another decision-making process.<\/p>\n The resolution should identify the legal and financial architecture with enough precision to make the later filing coherent. For the joint-stock-company rule used as a reference, Article L. 225-129 of the Commercial Code<\/a> states: \u201cL’assembl\u00e9e g\u00e9n\u00e9rale extraordinaire est seule comp\u00e9tente pour d\u00e9cider, sur le rapport du conseil d’administration ou du directoire, une augmentation de capital imm\u00e9diate ou \u00e0 terme.\u201d In an SAS, that rule must be read with Article L. 227-9 and the company\u2019s articles. The resolution should state the amount of the increase, the number and class of new shares, their nominal value, the issue price, any issue premium, the subscription period, the identity of the subscriber, the purpose of the funds, the depositary arrangement, and the conditions for completion. If the investor receives different rights from existing ordinary shareholders, those rights must be reflected in the articles and, where relevant, in the investment agreement. A vague resolution that says \u201cup to an amount to be agreed\u201d is a poor foundation for a cross-border closing.<\/p>\n Make the dilution model before asking shareholders to vote. If the company has 100 ordinary shares and issues 25 new shares to the foreign investor, the post-issue total is 125 and the investor owns 20% if it subscribes for all 25. If the target is 30% after the issue, the mathematical starting point is 100 \u00d7 30 \u00f7 70, or 42.857 new shares; the company must then resolve the rounding, price, and resulting percentage. The issue premium does not change the number of shares, but it changes the amount paid and the accounting and valuation story. A cap table should show the pre-issue and post-issue percentages, voting rights, liquidation preferences, and any options or warrants that could create further dilution.<\/p>\n The second question is whether the issue is open to existing shareholders or reserved for the foreign investor. Article L. 225-132 of the Commercial Code<\/a> provides: \u201cLes actions comportent un droit pr\u00e9f\u00e9rentiel de souscription aux augmentations de capital.\u201d This is the preferential subscription right, commonly abbreviated as DPS in French corporate documents. It protects existing shareholders against being diluted without a route to subscribe proportionally. In an SAS, the exact application must be read with the company\u2019s articles and the rules applicable to SAS capital increases, but the resolution should expressly address the right rather than silently ignoring it.<\/p>\n There are two broad structures. In the first, existing shareholders receive a subscription opportunity, and the foreign investor subscribes for any shares made available under the agreed allocation. Each shareholder then needs clear information about the number of shares, price, timetable, payment method, and consequences of not subscribing. In the second, the company reserves the issue for the named investor and removes or limits the preferential right through the legally appropriate resolution. Article L. 225-138<\/a> states: \u201cL’assembl\u00e9e g\u00e9n\u00e9rale qui d\u00e9cide l’augmentation du capital peut la r\u00e9server \u00e0 une ou plusieurs personnes nomm\u00e9ment d\u00e9sign\u00e9es.\u201d The reserved structure is often commercially cleaner, but it demands careful authority, valuation, disclosure, and conflict management.<\/p>\n For a reserved issue, check the special report and voting restrictions that apply to the chosen legal route. Under the text of Article L. 225-138, the persons named as beneficiaries cannot take part in the vote on the resolution that benefits them. This is one reason to identify the investor precisely and to keep the resolution, valuation work, and conflict record together. The issue should not be drafted as a private side letter that the French company\u2019s corporate records fail to reflect. If the investor is a group company, describe the exact legal entity, registration number, jurisdiction, registered office, and authorised signatory.<\/p>\n Review the shareholders\u2019 agreement for consent, pre-emption, reserved-matter, anti-dilution, information, and exit provisions. An investor may have negotiated a right to participate in future rounds, while an existing investor may have a veto or a right to maintain its percentage. Article 1836 of the Civil Code<\/a> also provides: \u201cEn aucun cas, les engagements d’un associ\u00e9 ne peuvent \u00eatre augment\u00e9s sans le consentement de celui-ci.\u201d That principle is not a substitute for analysing the documents, but it is a warning against presenting a capital round as a harmless administrative update when it changes the commitments or economic position of an existing shareholder.<\/p>\n Finally, check whether the business is in a regulated or strategically sensitive sector. Article L. 151-3 of the Monetary and Financial Code<\/a> subjects certain foreign investments in an activity in France to prior authorisation by the minister responsible for the economy. The screening rules are not triggered by every investment in every French company. They can, however, matter where the target operates in a protected activity, handles sensitive technology or data, or falls within another statutory category. Treat this as a transaction-specific check before funds are irrevocably transferred. A filing at the French business formalities platform does not replace an authorisation that should have been obtained earlier.<\/p>\n A foreign investor should prepare a document pack as if a French bank, notary, registry clerk, tax authority, and future acquirer may each review it. For a corporate subscriber, the usual foundation includes a current certificate of incorporation or commercial-register extract, the constitutional documents, a certificate of good standing where available, the registered office and registration number, the ownership chain, the beneficial-owner information, and a board or shareholder resolution approving the investment. Add the identity and title of the person signing, evidence that the signatory can bind the investor, the subscription form, the investment agreement, and the bank details for the remittance.<\/p>\n Do not assume that a document issued in English, German, Italian, or another language will be accepted without change. The recipient may require a French translation by a translator whose status is accepted for the filing or by the relevant institution. It may also ask for an apostille or consular legalisation, depending on the country of origin, the document, and the applicable treaty. A company extract downloaded from a foreign register may be sufficient for one counterparty but not for the depositary or the French registry. Ask for the receiving institution\u2019s document specification early, then use one consistent version of each name, address, registration number, and date.<\/p>\n The foreign signatory must have a practical signing route. A power of attorney can allow a French lawyer, notary, director, or other authorised representative to sign the subscription and filing documents, but the power must identify the company, the transaction, the maximum amount, the class and number of shares, and the authority being delegated. Check whether the receiving party accepts an electronic signature and at what assurance level. A scanned signature may be useful for a first exchange but may not satisfy the final corporate or registry file. Keep the signed authority, the signature certificate, and any apostille or translation with the closing bundle.<\/p>\n On the French company side, assemble the latest extrait Kbis<\/em>, which is the official extract showing key information recorded for a business in the French commercial register. Also prepare the current articles, the existing cap table, the shareholder list if maintained separately, the corporate resolutions, the subscription forms, the report or valuation note required for the route chosen, and the updated articles showing the new capital. If the transaction includes special rights, attach the terms in a way that allows the registry, bank, and future auditors to understand which document controls.<\/p>\n Cash must arrive in a form that can be attributed to the subscriber and matched to the resolution. The transfer may be made from an overseas account by SEPA, the Single Euro Payments Area, or by an international SWIFT transfer. The payment reference should identify the French company and the capital increase. Avoid sending several unexplained transfers from different group entities. If a parent company pays for its subsidiary, record the legal basis, the intercompany funding agreement, and the reason the subscriber and remitter differ. A compliance department can suspend a payment even when the corporate approval is valid; the parties should prepare source-of-funds and source-of-wealth evidence before the closing date.<\/p>\n The company\u2019s depositary arrangement must be fixed before the first payment. Depending on the structure and the service provider, funds may be deposited with a bank, a notary, or another institution authorised to issue the required certificate. The depositary will normally need the resolution, subscription statements, identity and corporate documents, and a clear reconciliation of amounts paid. The certificate of deposit is not a decorative closing document: it is evidence that the cash corresponding to the issue was deposited. If the amount received differs from the resolution because of bank charges, exchange conversion, or a mistaken reference, correct the mismatch before asking for the certificate.<\/p>\n A foreign investor does not improve the file by opening a personal French bank account. The relevant question is whether the authorised depositary can receive and identify the company\u2019s subscription funds. Some banks impose internal requirements for an account in France; others accept an overseas transfer after enhanced checks. Ask the depositary in writing about acceptable remitter names, currencies, intermediary banks, transfer charges, and the documents needed to release the funds after completion. If the bank will not accept an overseas remittance, change the payment route lawfully before the resolution is signed rather than improvising a payment by a director or unrelated affiliate.<\/p>\n Use conditions precedent where the transaction needs them. Typical conditions include satisfactory legal and financial due diligence, a required investment-screening authorisation, approval by the relevant corporate body, execution of an amended shareholders\u2019 agreement, receipt of the depositary certificate, and completion of identity and beneficial-owner checks. State which conditions can be waived and by whom. A condition that is silently ignored can create a dispute about whether the investor became a shareholder, whether the company could use the money, and whether a failed filing is a curable defect or a failed closing.<\/p>\n The signing timetable should be designed around the slowest document, not the fastest email. In a straightforward round, the foreign investor supplies its corporate file, the company finalises the resolution and subscription documents, the depositary approves the file, the investor signs and transfers, the depositary issues its certificate, and the company signs the updated articles and filing documents. Where apostilles, certified translations, regulated-sector approvals, or a complex ownership chain are involved, build a separate workstream. Retain a dated closing checklist showing who delivered each item, who reviewed it, and whether the item was accepted, corrected, or waived.<\/p>\n The commercial agreement should also explain what happens if the subscription is not fully paid. Identify whether the company may reduce the number of shares, extend the period, terminate the issue, return the funds, or call on another investor. Do not promise the foreign subscriber a percentage without specifying whether that percentage is calculated before or after the issue, and whether the denominator includes options, convertible instruments, or employee shares. These definitions prevent a later argument in which both sides use \u201c20%\u201d to describe different cap tables.<\/p>\n Once the approval, subscription, and deposit are complete, the French company must update its legal records and make the required formalities. Article R. 123-1 of the Commercial Code<\/a> describes the French one-stop shop for business formalities, known in practice as the guichet unique<\/em>. Its official wording says that the single body enables businesses to carry out all formalities and procedures necessary to access and exercise their activity. The filing is transmitted to the bodies that need to process it, including the commercial registry. The platform is operated through the National Institute of Industrial Property, or INPI, and feeds the national business register, known as the RNE.<\/p>\n Article L. 123-33 of the Commercial Code<\/a> adds: \u201cCe dossier est d\u00e9pos\u00e9 par voie \u00e9lectronique aupr\u00e8s d’un organisme unique d\u00e9sign\u00e9 \u00e0 cet effet.\u201d A French company should therefore treat the electronic dossier as a controlled legal submission, not as a simple upload. The precise supporting documents depend on the transaction and the company, but the core file commonly includes the corporate resolution, the depositary certificate, the subscription forms, the updated articles, the legal notice or publication evidence where required, and the information needed to identify the new shareholder and beneficial owners.<\/p>\n Before submitting, compare every amount and date across the file. The capital stated in the resolution must reconcile with the number of shares and nominal value. The issue premium must reconcile with the subscription price and the accounting entry. The depositary certificate must reconcile with the cash received. The amended articles must reconcile with the post-issue capital and the classes of shares. A mismatch can cause the INPI or registry workflow to request a correction, and a correction made by editing only one document can create a second inconsistency.<\/p>\n The foreign corporate documents should be uploaded in the form requested by the platform and the recipient handling the registry review. If the platform or registry requests a French translation, submit the translation with the source document and preserve the translator\u2019s certification. If it requests evidence of an overseas entity\u2019s existence or signatory authority, do not substitute a marketing profile or an old extract. Use a current official record. Where the ownership chain includes several companies or a trust-like arrangement, map the chain in a short explanatory memorandum so the beneficial-owner declaration is intelligible.<\/p>\n Explain the registry vocabulary to the foreign management team. The greffe<\/em> is the registry office attached to the competent commercial court or commercial activities court. The RCS<\/em>, or Registre du commerce et des soci\u00e9t\u00e9s, is the commercial and companies register. The RNE<\/em>, or Registre national des entreprises, is the national business register. The Kbis<\/em> is the official extract commonly used to evidence the company\u2019s recorded status. The BODACC<\/em>, or Bulletin officiel des annonces civiles et commerciales, is the official bulletin that publishes certain notices; its role should not be confused with the company\u2019s private closing documents. These terms often appear together even though they refer to different records or institutions.<\/p>\n After the capital increase, review the beneficial-owner filing separately. Article R. 561-55 of the Monetary and Financial Code<\/a> states: \u201cLa soci\u00e9t\u00e9 ou l’entit\u00e9 immatricul\u00e9e demande une inscription modificative dans les trente jours suivant tout fait ou acte rendant n\u00e9cessaire la rectification ou le compl\u00e9ment des informations d\u00e9clar\u00e9es.\u201d The beneficial owner is the individual who ultimately owns or controls the company under the applicable test; an investor\u2019s ownership percentage is only one part of that analysis. A new institutional shareholder can change the control chain even when no single investor crosses the same percentage as an existing owner. Update the register when the transaction changes the declared information, and keep the ownership chart used for the filing.<\/p>\n The company should also check its tax and operational records. A capital increase can change the bank\u2019s account mandate, reporting file, group funding documentation, insurance disclosures, and internal approval matrix. It does not, by itself, create a French VAT registration or a payroll obligation. Those obligations depend on the business activity and operations. Keeping the capital formalities distinct from VAT, employment, and director-status questions helps a foreign founder avoid submitting the wrong document to the wrong authority.<\/p>\n Foreign-investment screening should be documented even where the conclusion is that no prior authorisation is needed. Record the target activity, the ownership route, the investor\u2019s nationality and control, and the reason the transaction falls outside or inside the regulated perimeter. If authorisation is required, make it a closing condition and preserve the decision in the transaction file. Do not rely on a generic statement that \u201cthe investor is European\u201d or \u201cthe company is private\u201d; the relevant test is defined by the activity and the applicable rules at the date of the investment.<\/p>\n Bank compliance is a second, separate control. The bank or depositary may request an organisation chart, passports of relevant individuals, proof of registered office, accounts, transaction documents, a description of the business, and evidence explaining the origin of funds. Answering in English is often possible, but the underlying documents may still need French translations for the registry or notary. If the bank requests clarification, obtain a written list and return a single indexed package. Repeated partial submissions make it harder to prove that the amount received corresponds to the approved issue.<\/p>\n A useful filing checklist has four gates. The first gate is authority: the articles, shareholder agreement, and corporate resolution all point to the same decision-maker. The second is economics: the issue price, premium, share count, capital, and dilution table reconcile. The third is evidence: the foreign subscriber\u2019s existence, ownership, signatory authority, translations, and authentication are complete. The fourth is completion: the funds are deposited, the certificate is issued, the amended articles are signed, the Guichet unique submission is accepted, and the Kbis, RNE, RCS, beneficial-owner, and internal records are updated or scheduled.<\/p>\n Start with the cap table, not with the headline percentage. Dilution is a mathematical consequence of new shares, but the legal and commercial impact also depends on voting classes, veto rights, dividend preferences, liquidation preferences, options, convertibles, and transfer restrictions. Consider a company with 100 existing shares and two founders holding 60 and 40. If the foreign investor subscribes for 25 new ordinary shares, the founders move to 48% and 32%, while the investor owns 20%. If the issue also creates a preferred class with a liquidation preference, the economic outcome cannot be understood from the 20% figure alone.<\/p>\n Separate nominal capital from valuation. A share may have a nominal value of one euro but be issued at ten euros, with nine euros recorded as an issue premium. The subscription agreement should state whether the investor\u2019s price is pre-money or post-money, whether the company\u2019s debt is included in the valuation, how the premium is calculated, and what happens if the final number of shares is rounded. If the investor is subscribing at a discount to a previous round, record the commercial reason and check whether an existing shareholder\u2019s consent is required.<\/p>\n Existing shareholders should receive enough information to make an informed decision. The timing cannot be treated as a formality when the amount is material or the round changes control. In Cass. com., 12 May 2021, no. 19-17.566<\/a>, the Court of cassation referred to shareholders who \u201cM. et Mme [C] avaient dispos\u00e9 du temps n\u00e9cessaire pour se pr\u00e9parer \u00e0 l’augmentation de capital litigieuse\u201d. The quotation is a factual passage from the verified decision, not a universal number of days. Its practical lesson is to keep evidence of the notice, information delivered, subscription period, and realistic opportunity to participate.<\/p>\n Transparency also matters when a majority shareholder controls the decision. In Cass. com., 30 May 2018, no. 16-14.199<\/a>, the verified decision describes a recapitalisation as having been implemented \u201cla recapitalisation de la soci\u00e9t\u00e9 B-Process, vot\u00e9e \u00e0 la majorit\u00e9 par l’assembl\u00e9e g\u00e9n\u00e9rale extraordinaire, avait \u00e9t\u00e9 mise en oeuvre de mani\u00e8re transparente\u201d. The quote does not approve every majority-led issue. It shows why the company should retain a clear record of the commercial purpose, the notice, the available subscription route, the identity of the investors, and the information given to founders and minority shareholders.<\/p>\n Check contractual protection before signing away a participation right. In Cass. com., 7 May 2019, no. 17-16.675<\/a>, the Court referred to the finding that \u201cle groupe majoritaire avait m\u00e9connu l’obligation conventionnelle de non-dilution\u201d. This is a reminder that a shareholders\u2019 agreement can create an issue-specific dispute even where a corporate resolution appears regular. Review anti-dilution clauses, minimum participation rights, adjustment mechanisms, and any undertaking given during an earlier financing round. If the new issue conflicts with a contractual promise, obtain advice before closing rather than expecting the registry filing to solve it.<\/p>\n Capital restructurings deserve additional caution. A \u201ccoup d\u2019accord\u00e9on\u201d combines a reduction of capital, potentially to zero, with a new issue. In Cass. com., 4 January 2023, no. 21-10.609<\/a>, the verified text states: \u201cla r\u00e9duction \u00e0 z\u00e9ro du capital d’une soci\u00e9t\u00e9 par actions n’est licite que si elle est d\u00e9cid\u00e9e sous la condition suspensive\u201d. The excerpt is intentionally short; the full decision explains the requirement for an effective capital increase bringing the capital to the required level. A foreign investor entering a distressed French company should not treat a zero-capital sequence as an ordinary cash round.<\/p>\n Procedural defects are not always fatal, but regularisation is not automatic. In Cass. com., 28 November 2018, no. 16-28.358<\/a>, the Court held that a vote on the resolution reserving an issue for employees \u201csuffisait \u00e0 r\u00e9gulariser cette augmentation de capital\u201d in the circumstances of that case. That sentence cannot be lifted out of its facts and used as a universal cure for a missing decision, absent deposit, defective notice, or a mismatch in the articles. If a defect is identified, document whether the appropriate answer is correction, a new resolution, ratification, withdrawal, or litigation advice.<\/p>\n If the Guichet unique or registry rejects the filing, ask for the exact reason and classify it. A technical rejection may concern a missing attachment, an unreadable document, an inconsistent amount, an unacceptable translation, an outdated extract, or a signing problem. A legal objection may concern the authority of the decision-maker, the preferential subscription process, the depositary certificate, the beneficial-owner information, or a regulated-activity authorisation. Respond with a version-controlled correction table. Do not upload a second set of contradictory articles merely to obtain a different status.<\/p>\n If the bank blocks the remittance, keep the corporate closing conditional. Request the bank\u2019s document list, provide the ownership chart and source-of-funds evidence, and confirm whether the issue can be funded by the named subscriber or an approved group treasury entity. Do not record the capital as paid, issue a new Kbis to customers, or release shares on the assumption that a pending transfer will settle. If an intermediary bank has returned the payment, preserve the return message and reconcile the net amount before a new transfer.<\/p>\n If the foreign investor cannot travel, solve the problem through authority and evidence. A power of attorney, accepted electronic signature, or local representative can allow the transaction to close remotely, but the authority must match the exact issue. The investor should have a final PDF of the resolution, subscription form, payment instruction, depositary certificate, amended articles, filing receipt, updated Kbis when available, and beneficial-owner filing evidence. It should also receive the final cap table and a written statement of the rights attached to its shares.<\/p>\n Before releasing the final funds, run this closing sequence:<\/p>\n When a dispute is already developing, preserve the notice emails, board minutes, shareholder votes, valuation materials, bank messages, subscription forms, translated documents, registry receipts, and versions of the cap table. The legal response depends on the defect and the remedy available at the relevant date. A lawyer can then distinguish a commercial disagreement about price from a challenge to the authority, a breach of a contractual anti-dilution right, an issue with the deposit, or an inaccurate beneficial-owner filing.<\/p>\n A foreign investor can generally subscribe to newly issued shares of a French SAS from abroad, but the transaction is complete only when its governance, payment, evidence, and filing stages agree. The investor should first identify the decision-maker under the articles, choose an open or reserved issue, calculate the post-money ownership, and test existing contractual rights. It should then prepare a corporate and beneficial-owner file that the French depositary and registry can accept, arrange the payment and certificate, and submit the consistent post-closing dossier through the Guichet unique.<\/p>\n The most useful practical distinction is between a new issue and a transfer of existing shares. A new issue funds the French company and dilutes the existing cap table; it therefore requires disciplined approval, a defensible price, an appropriate subscription route, and an auditable deposit. Cross-border execution adds translation, authentication, authority, compliance, and foreign-investment questions. If the issue changes control, uses preferred rights, combines reduction and increase, or conflicts with an anti-dilution promise, obtain a transaction-specific review before money is released.<\/p>\n Need a quick opinion on your case<\/strong><\/p>\n A lawyer from the firm can review the proposed French capital increase and the foreign investor\u2019s closing file.<\/p>\n Telephone consultation within 48 hours with a lawyer from the firm.<\/p>\nI. How does a foreign investor enter the capital of a French SAS from abroad?<\/h2>\n
A. What must be decided before the subscription?<\/h3>\n
B. Which documents, funds and signatures make the subscription effective?<\/h3>\n
II. How can the company secure the filing, dilution and investor protection?<\/h2>\n
A. How are the share issue, foreign documents and beneficial-owner changes filed?<\/h3>\n
B. What can the investor do if the increase is rushed, rejected or dilutive?<\/h3>\n
\n
Conclusion<\/h2>\n