You live in London, New York, Dubai or Singapore, your French SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, the simplified joint-stock company most foreign founders choose) is ready on paper, and then the bank says no. No corporate account, no certificate of deposit of the funds, no Kbis (the official company identity extract issued by the greffe, the registry office of the commercial court), no business. For a founder managing from abroad, this is the most common incorporation bottleneck in France: the statutes are signed, the lease or domiciliation address is secured, and the file cannot move because the capital contribution sits in a personal account outside France while French banks queue the application behind identity checks. This guide explains, in English and with the exact French legal references, how the capital deposit works when the founder lives abroad, why banks refuse and when they are entitled to do so, how the statutory right to an account with the Banque de France (the French central bank, which designates a bank for refused applicants) unblocks the file, and how to reach registration at the Paris greffe through the INPI single portal (the Guichet unique, the online filing desk run by the Institut national de la propriete industrielle) even from another continent.<\/p>\n
French company law starts with a vehicle founders should understand before wiring a single euro. Article L. 227-1 of the Commercial Code<\/a> states, word for word: “Une soci\u00e9t\u00e9 par actions simplifi\u00e9e peut \u00eatre institu\u00e9e par une ou plusieurs personnes qui ne supportent les pertes qu’\u00e0 concurrence de leur apport.” A simplified joint-stock company can therefore be formed by one or several persons whose liability for losses is limited to their contributions, and the single-member variant is simply called the associ\u00e9 unique (sole shareholder). In practice this means the foreign founder’s personal assets outside the contribution are shielded once the company is registered, but only once it is registered, because Article L. 210-6 of the Commercial Code<\/a> provides, word for word: “Les soci\u00e9t\u00e9s commerciales jouissent de la personnalit\u00e9 morale \u00e0 dater de leur immatriculation au registre du commerce et des soci\u00e9t\u00e9s.” Commercial companies acquire legal personality on the date of their registration with the Trade and Companies Register (the Registre du commerce et des soci\u00e9t\u00e9s, known as the RCS). Anyone who acts in the name of a company being formed before that date is jointly and indefinitely liable for the acts performed, unless the company takes them over after registration. Signing contracts or collecting revenue before the Kbis exists therefore exposes the founder personally, which is why the deposit-and-registration sequence matters so much from abroad.<\/p>\n The deposit itself follows a rule written for cash subscriptions. Article L. 225-5 of the Commercial Code<\/a> states, word for word: “Les fonds provenant des souscriptions en num\u00e9raire et la liste des souscripteurs avec l’indication des sommes vers\u00e9es par chacun d’eux font l’objet d’un d\u00e9p\u00f4t dans les conditions d\u00e9termin\u00e9es par d\u00e9cret en Conseil d’Etat,” Funds from cash subscriptions and the list of subscribers with the sums paid by each of them must be deposited under conditions set by regulation, and no one except the authorised depositaries may hold such funds for more than eight days. The authorised holders are broader than most founders expect: a bank, the Caisse des d\u00e9p\u00f4ts et consignations (the state-owned public financial institution, often shortened to CDC), or a notary (notaire). A founder living abroad is not obliged to fly to Paris with a cheque; the transfer can be wired to the chosen depositary from the founder’s foreign account, provided the depositary has completed its identity checks and accepted the file, and the depositary then issues the certificate of deposit (certificat de d\u00e9p\u00f4t des fonds, sometimes called the attestation de d\u00e9p\u00f4t), which lists each subscriber and the amount paid. That certificate is the document the greffe wants to see at registration, not a foreign bank statement.<\/p>\n The SARL comparison helps founders who hesitate between vehicles, and it is developed in the companion guide on choosing between a SAS, a SARL, a branch and a subsidiary in France as a foreign shareholder<\/a>. For the SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, the limited liability company with tightly regulated shares), Article L. 223-7 of the Commercial Code<\/a> states, word for word: “Les parts sociales doivent \u00eatre souscrites en totalit\u00e9 par les associ\u00e9s.” All shares must be subscribed in full by the members, shares representing contributions in kind must be fully paid up immediately, and cash shares must be paid up at least one-fifth on formation, with the balance callable by the manager within five years of registration. The SAS is more flexible because the statutes set the release schedule within the same five-year ceiling, so a founder can incorporate a SAS with a modest initial payment and schedule the rest, whereas the notary or bank certificate always records exactly what was actually paid on day one. Understating the paid amount to inflate the share capital is a nullity and liability trap, and overstating it blocks the file when the wire does not match the statutes, so the figures in the statutes, the wire transfer reference, and the deposit certificate must match to the euro.<\/p>\n Release of the funds (retrait or deblocage) happens only after registration, against presentation of the Kbis to the depositary, and the funds are then credited to the company’s operating account. If the company is never formed within six months of the deposit, any subscriber can petition the commercial court for withdrawal of the funds and distribution back to subscribers. From abroad, three practical points decide success. First, ask the depositary before wiring anything which documents it requires for a non-resident subscriber: certified passport copy, proof of address abroad with translation where needed, company statutes in draft, proof of the origin of the funds, and, where the subscriber is itself a foreign company, an apostilled extract of the foreign register with a certified French translation plus the identity of the acting representative. Second, label the wire exactly as instructed, usually with the planned company name followed by the words capital deposit or souscription au capital, because an unlabeled personal transfer triggers the enhanced-review circuit described below. Third, keep the deposit certificate and the subscriber list permanently; the greffe filing, the beneficial-owner declaration (the registre des b\u00e9n\u00e9ficiaires effectifs, filed together with the incorporation), and any later capital increase all refer back to these papers. Founders who treat the deposit as a mere bank formality lose weeks; founders who treat it as the first court exhibit of the company’s existence sail through.<\/p>\n Banks that refuse foreign founders are rarely acting arbitrarily; they are applying anti-money-laundering duties that carry criminal and regulatory sanctions for the bank itself. Article L. 561-5 of the Monetary and Financial Code<\/a> requires, word for word, that the persons subject to these duties “Identifient leur client et, le cas \u00e9ch\u00e9ant, le b\u00e9n\u00e9ficiaire effectif au sens de l’article L. 561-2-2 ;” They must identify their customer and, where applicable, the beneficial owner, and verify those identification elements on presentation of any probative written document, before entering into a business relationship or assisting in the preparation or completion of a transaction. The beneficial owner (b\u00e9n\u00e9ficiaire effectif) is the natural person who ultimately owns or controls the customer, in practice anyone holding directly or indirectly more than 25 percent of the capital or voting rights, or exercising control by other means. A founder in Dubai holding 100 percent of a future SAS through a holding company is therefore identified twice: as the individual customer representative and as the ultimate beneficial owner behind the chain, with each layer of the chain documented. Occasional customers face the same identification where the bank suspects money laundering or where the transaction exceeds regulatory thresholds, so even a one-off capital deposit triggers the full procedure.<\/p>\n Where the bank cannot complete these checks, the law orders it to walk away. Article L. 561-8 of the Monetary and Financial Code<\/a> provides, word for word, that where a person subject to the duties is unable to satisfy the obligations of identification, “elle n’ex\u00e9cute aucune op\u00e9ration, quelles qu’en soient les modalit\u00e9s, n’\u00e9tablit ni ne poursuit aucune relation d’affaires et peut transmettre la d\u00e9claration pr\u00e9vue \u00e0 l’article L. 561-15 dans les conditions pr\u00e9vues \u00e0 cet article.” It performs no transaction, whatever the terms, and neither establishes nor continues any business relationship. This single sentence explains most refusals received from abroad: an expired passport, a proof of address the bank cannot verify, a foreign corporate extract without apostille or translation, a declared source of funds unsupported by documents, or a video-identification session that failed its liveness checks. The bank is not merely entitled to refuse in these cases; it is prohibited from proceeding, and it may in addition file a report with TRACFIN (Traitement du renseignement et action contre les circuits financiers clandestins, the French financial intelligence unit) where the facts warrant it.<\/p>\n Even where basic identification succeeds, complex cross-border files attract enhanced scrutiny. Article L. 561-10-2 of the Monetary and Financial Code<\/a> states, word for word: “Les personnes mentionn\u00e9es \u00e0 l’article L. 561-2 effectuent un examen renforc\u00e9 de toute op\u00e9ration particuli\u00e8rement complexe ou d’un montant inhabituellement \u00e9lev\u00e9 ou ne paraissant pas avoir de justification \u00e9conomique ou d’objet licite.” The persons concerned carry out an enhanced examination of any particularly complex transaction, any transaction of an unusually high amount, or any transaction that appears to have no economic justification or lawful purpose, asking the customer about the origin and destination of the funds, the purpose of the transaction, and the identity of the beneficiary. A large cash subscription wired from a third country through an intermediary account, a capital amount disproportionate to the declared initial activity, or a chain of holding companies across several jurisdictions will systematically trigger this enhanced examination. The bank then asks for the story behind the money: employment or sale contracts, audited accounts of the contributing company, tax returns, loan agreements, and the business plan of the French company. Founders who answer with narrative instead of documents stall their own file; founders who arrive with a dated, sourced paper trail pass the same gate in days.<\/p>\n Three refusal patterns dominate foreign-founder files, and each has a concrete fix. First, the residence pattern: the founder has no French address, no French tax number, and no French phone line, and the bank’s onboarding software flags the file as unverifiable. Fix it by supplying a full foreign file that the bank can actually verify: valid passport, recent foreign proof of address, foreign tax identification number, and, where available, a French domiciliation contract (contrat de domiciliation, the registered-office agreement with an authorised domiciliation company) already signed, which gives the future company a French address the bank recognises. Second, the opacity pattern: the capital comes from a foreign company, a trust, or crypto-asset proceeds, and the bank cannot map the beneficial-ownership chain. Fix it by mapping the chain yourself before applying: group chart with percentages, register extracts for every layer, identity of every natural person above 25 percent, and source-of-funds documents for the subscribing entity. Third, the mismatch pattern: the statutes say one amount, the wire says another, or the subscriber name on the wire differs from the subscriber in the draft statutes. Fix it by locking the paperwork before wiring: identical spelling of names, identical amounts, identical company-name draft with the same capital figure everywhere. None of these fixes requires residence in France; all of them require treating the bank as a regulator that must be able to defend its decision to accept the file, rather than as a shopkeeper obliged to serve every customer.<\/p>\n French law does not leave a refused applicant without recourse, and this is where foreign founders should distinguish the capital-deposit problem from the current-account problem. Article L. 312-1 of the Monetary and Financial Code<\/a> opens, word for word: “A droit \u00e0 l’ouverture d’un compte de d\u00e9p\u00f4t dans l’\u00e9tablissement de cr\u00e9dit de son choix, sous r\u00e9serve d’\u00eatre d\u00e9pourvu d’un tel compte en France : 1\u00b0 Toute personne physique ou morale domicili\u00e9e en France ;” Any natural or legal person domiciled in France, having no deposit account in France, is entitled to the opening of a deposit account with the credit institution of its choice. The conditions that follow set strict timelines: the chosen institution processes the requested opening within six working days of receiving all the documents it needs, and where it refuses, it must provide the applicant, on paper and without charge, the reasons for refusal together with, where applicable, the designation procedure, and it must systematically supply a written certificate of refusal (attestation de refus) while informing the applicant of the right to apply to the Banque de France. The applicant can then ask the Banque de France to designate a bank near the applicant’s domicile or another place of the applicant’s choice, taking market shares into account, within one working day of receiving the required documents defined by regulation, and the designated bank must open the account within three working days of receiving all the documents it needs.<\/p>\n Two limits must be stated plainly so founders do not waste the procedure. First, the statutory text as drafted covers persons domiciled in France, and a company being formed with a French registered office through a domiciliation contract or a lease generally meets that territorial anchor, whereas a founder with no French address at all should secure the domiciliation first and then invoke the procedure for the company. The public guidance on refusal to open a business bank account on the Service public entreprendre portal<\/a> and the general right-to-an-account page on Service public<\/a> describe the steps, the refusal certificate, and the Banque de France application, including the online procedure. Second, the designated account carries the basic banking services (services bancaires de base) whose content and pricing are set by regulation: Article D. 312-5 of the Monetary and Financial Code<\/a> lists them, starting word for word with “L’ouverture, la tenue et la cl\u00f4ture du compte ;” Opening, maintaining and closing the account, one change of address per year, issuance of bank identity statements (relev\u00e9s d’identit\u00e9 bancaire, the RIB slips used for every direct debit in France), domiciliation of transfers, a monthly statement of transactions, cashing of cheques and transfers, SEPA direct-debit payments, and a cash card with systematic authorisation. This is a functioning business account for paying suppliers, collecting revenue, and running SEPA debits; it is not a premium credit facility, and founders should not expect an overdraft or a chequebook on day one.<\/p>\n The procedure from abroad runs in four documented steps. First, apply to a bank of choice with a complete file and keep proof of receipt of every document, because the six-working-day clock starts on receipt of the complete file. Second, on refusal, demand the written refusal certificate immediately and the statement of reasons; the bank must supply both without charge, and founders should store the original because the Banque de France file requires it. Third, file the designation request with the Banque de France, enclosing the refusal certificate, full identity and domicile evidence, the draft statutes showing the French registered office, and the domiciliation contract or lease. Fourth, present the complete file to the designated bank within its three-working-day opening window and sign the written account agreement (convention de compte) the law requires. Unilateral termination of such a designated account by the bank is restricted to the statutory cases, including deliberate use of the account for suspected unlawful operations, inaccurate information supplied by the customer, loss of the domicile or residence conditions, or the situations of Article L. 561-8 described above, with a minimum two-month notice except in the abuse and false-information cases. From a founder’s perspective the lesson is symmetrical: the right to an account is a powerful lever, but it survives only while the file stays accurate and the account stays clean, so every change of address, every change of director, and every change in beneficial ownership must be notified to the bank in writing without delay.<\/p>\n One confusion must be avoided because it costs founders months: the right-to-an-account procedure produces a deposit account, not a capital-deposit certificate from the same bank on the same day. Where the refused bank was also supposed to hold the subscribed funds, the founder still needs a depositary for the capital: another bank, the CDC, or a notary. In practice the fastest combination is often a notarial or CDC deposit for the capital certificate plus a Banque de France designation for the operating account, run in parallel rather than in sequence. The notary route deserves emphasis for non-resident founders: notaries routinely receive foreign subscribers, hold the wired funds in escrow, and issue the deposit certificate accepted by every greffe in France, with fees proportionate to the service rather than to the capital. Ask the notary in advance for the exact wire reference, the beneficial-ownership form, and the turnaround time for the certificate after receipt of cleared funds, and diarize the eight-day holding rule so no intermediary retains the subscription funds longer than the statute allows.<\/p>\n Registration itself no longer runs through paper counters. Article R. 123-77 of the Commercial Code<\/a> states, word for word: “Toute demande d’inscription ou tout d\u00e9p\u00f4t d’acte ou de pi\u00e8ce au registre du commerce et des soci\u00e9t\u00e9s est effectu\u00e9 par l’interm\u00e9diaire de l’organisme unique” Every registration request and every filing of deeds or documents with the Trade and Companies Register goes through the single body, namely the Guichet unique (single portal) for business formalities operated with the INPI, reachable at the national formalities portal, with the INPI guidance and the English-language incorporation formalities page on Service public entreprendre<\/a> describing the company-registration steps. Article R. 123-6 of the Commercial Code<\/a> governs electronic dealings with that single body, including the electronic acknowledgment of receipt that lists the recipient organisations and competent authorities, which is why founders should file through the portal and keep every acknowledgment rather than emailing documents to a greffe directly. The portal routes the file to the competent greffe, the tax administration (which issues the SIREN number, the nine-digit company identifier, and the SIRET number, its fourteen-digit establishment-level extension), the social bodies, and the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company creations are published).<\/p>\n The Paris route has its own specifics that founders targeting the capital should anticipate. Companies whose registered office sits in Paris file to the greffe of the Paris commercial court (tribunal de commerce de Paris), one of the busiest registries in Europe, which applies a documentary review that is thorough but predictable: draft statutes signed by all subscribers, deposit certificate matching the statutes to the euro, domiciliation contract or lease with the authorisation of the domiciliation provider, identity and capacity documents for the president (pr\u00e9sident, the executive head of a SAS) and any general manager (directeur g\u00e9n\u00e9ral), criminal-record declarations, the beneficial-owner declaration, and, where the activity is regulated, the relevant authorisation or qualification. The Paris team of the regional business-formalities network processes high volumes of foreign-founder files, so incomplete beneficial-ownership declarations and mismatched capital figures are the two leading causes of rejection notices (avis de rejet) that add two to three weeks per cycle. A Paris or Ile-de-France (the Paris region, covering Paris and seven surrounding departments) domiciliation with a provider authorised by the prefecture, a president who can be reached by the greffe during review, and a single contact email monitored daily in Paris time compress the cycle more than any premium fee.<\/p>\nB. Why French banks say no: customer identification, beneficial owners, and the right to decline the relationship<\/h3>\n
II. What to do when the bank refuses: getting an account and your Kbis anyway<\/h2>\n
A. The statutory right to an account: the Banque de France designation and the basic banking services that follow<\/h3>\n
B. The practical route from abroad to the Kbis: the single portal, the Paris greffe, and the file that passes first time<\/h3>\n