Your French Bank Just Refused an Account to Your Foreign-Owned Company: Capital Deposit, Droit au Compte and Signing Contracts Before the Kbis Arrives<\/p>\n
You incorporated a SAS in France from London, New York or Dubai. The articles are signed, the funds for the share capital are ready to be wired, and then the French bank answers no: no deposit account for the capital, no current account for the business, sometimes without a written reason. For a foreign founder this refusal feels like a dead end, because everything else in the formation process seems to depend on a bank: the certificate that proves the capital was deposited, the company registration that produces the Kbis (the official extract of the commercial register, issued by the court clerk’s office known as the greffe, which proves the company exists), and the operating account that will receive customer payments and pay the first salaries and the first VAT bills. This article explains the three legal mechanisms that unblock the situation: the capital deposit regime for a company in formation, which does not require the refusing bank; the statutory right to an account, called the droit au compte, which forces the designation of a bank through the Banque de France (the French central bank); and the rules for signing leases and contracts before the Kbis arrives, as reshaped by a major Court of Cassation ruling of 29 November 2023. Each mechanism is presented with the exact statutory wording, so a founder living abroad can prepare the right file, send the right letter, and keep the project moving while the banks take their time. Readers who are still at the planning stage will find the broader roadmap in our companion guide on setting up a company in France as a foreign founder, from bank account to Kbis, VAT and first hire<\/a>.<\/p>\n The first misunderstanding is believing that the capital deposit and the current account are the same thing. They are not. The deposit of the starting capital is a one-off formality performed for a company that does not legally exist yet, and the statute provides several possible depositaries. The current account is a lasting business relationship that the bank is free to refuse, subject to the droit au compte procedure. Separating the two problems is the fastest way to unblock a formation.<\/p>\n When a French company is formed with cash contributions, the money must be frozen with an authorised depositary before registration. In a SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, the French limited liability company), Article L. 223-7 of the Commercial Code<\/a> provides that “Les parts sociales doivent \u00eatre souscrites en totalit\u00e9 par les associ\u00e9s”, meaning all the shares must be subscribed in full by the members, and that “Les fonds provenant de la lib\u00e9ration des parts sociales sont d\u00e9pos\u00e9s dans les conditions et d\u00e9lais d\u00e9termin\u00e9s par d\u00e9cret en Conseil d’Etat”, meaning the funds are deposited under conditions and time limits set by decree. For companies formed with cash subscriptions generally, Article L. 225-5 of the Commercial Code<\/a> states that “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”, so the funds and the list of subscribers showing each person’s payment are deposited together, and it adds a strict custody rule: “nul ne peut d\u00e9tenir plus de huit jours les sommes recueillies pour le compte d’une soci\u00e9t\u00e9 en formation”. Nobody may therefore sit on the collected money for more than eight days, which matters when funds transit through an intermediary before reaching the depositary.<\/p>\n In practice, the official business guide published by the French administration explains that the company’s legal representative deposits the capital with an \u00e9tablissement de cr\u00e9dit (a licensed credit institution, in substance a bank) or with a notary, and that a payment institution is not an acceptable depositary. The bank or the notary must then issue an attestation de d\u00e9p\u00f4t des fonds, a deposit certificate identifying the company being formed, its future registered office and the amounts paid by each subscriber. That certificate is described by the administration as a document indispensable au dossier d’immatriculation, an essential part of the registration file. For a foreign founder, the practical lesson is immediate: if one bank refuses even the deposit, try another bank, a notary, or, for some situations, the Caisse des d\u00e9p\u00f4ts et consignations (the public deposit institution), rather than treating one refusal as the end of the project. The deposit step does not create a lasting account relationship, so it is often easier to obtain than a full current account, and the certificate it produces unlocks the next step, which is registration.<\/p>\n Registration itself is filed through the Guichet unique (the single online company formalities portal run by the INPI, the French industrial property office, which forwards files to the registries). Once the greffe registers the company in the Registre du commerce et des soci\u00e9t\u00e9s (the trade and companies register, usually shortened to RCS), the company acquires legal personality, and the greffe issues the Kbis. Article L. 210-6 of the Commercial Code<\/a> states the principle in one sentence: “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 enjoy legal personality only from their RCS registration. Before that date, the company cannot act by itself, which is why the founders act in its name, and why the funds stay frozen until the Kbis allows their release to the company’s first real account.<\/p>\n Banks that refuse foreign-owned companies rarely say so openly, but the most common lawful ground is anti-money-laundering compliance. Before entering into a business relationship, the persons subject to these duties must, under Article L. 561-5 of the Monetary and Financial Code<\/a>, “Identifient leur client et, le cas \u00e9ch\u00e9ant, le b\u00e9n\u00e9ficiaire effectif au sens de l’article L. 561-2-2” and “V\u00e9rifient ces \u00e9l\u00e9ments d’identification sur pr\u00e9sentation de tout document \u00e9crit \u00e0 caract\u00e8re probant”. They identify the client and where relevant the beneficial owner, and they verify those identities against probative written documents. The beneficial owner is defined by Article L. 561-2-2 of the Monetary and Financial Code<\/a>, under which “le b\u00e9n\u00e9ficiaire effectif est la ou les personnes physiques : 1\u00b0 Soit qui contr\u00f4lent en dernier lieu, directement ou indirectement, le client”. In a foreign-owned French SAS, that means the bank will look through the chain of companies to the individual who ultimately controls the structure, wherever that person lives.<\/p>\n If the bank cannot satisfy these identification duties, the statute orders it to walk away. Article L. 561-8 of the Monetary and Financial Code<\/a> provides: “elle n’ex\u00e9cute aucune op\u00e9ration, quelles qu’en soient les modalit\u00e9s, n’\u00e9tablit ni ne poursuit aucune relation d’affaires”. Where it cannot perform the checks, it carries out no transaction and establishes or pursues no business relationship. This is the legal reason behind many refusals received by non-resident founders: documents in a foreign language without a sworn translation, a complex holding chain with no clear register extract, a beneficial owner who cannot attend identification, or funds whose origin the file does not document. The refusal is then not a judgment on the project but a compliance stop, and the way back is a stronger file, not insistence.<\/p>\n A founder living abroad should therefore assemble, before any bank meeting or online application, a pack that answers the identification questions in advance: a passport or identity card of every subscriber and of the ultimate individual owner, a recent proof of address, the draft articles showing the chain of ownership up to the individual, an extract of the foreign parent company’s register with a sworn French translation where needed, a short written explanation of the origin of the funds with supporting bank statements, and the contact details of a representative reachable in France. Sending this pack complete, in French or with translations, shortens the process and reduces the risk of a second refusal, including after the Banque de France designates a bank, because, as will be seen, the designated bank may still refuse if it cannot perform the same checks.<\/p>\n Once the capital is deposited and the file is clean, two battles remain: obtaining a real operating account despite the first refusal, and keeping the business alive in the weeks before the Kbis arrives, when leases, suppliers and service providers all ask for signatures. French law answers both questions, the first with an administrative designation procedure, the second with judge-made rules on pre-registration commitments.<\/p>\n The droit au compte belongs to companies as well as individuals. Article L. 312-1 of the Monetary and Financial Code<\/a> opens with the principle: “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 individual or legal entity domiciled in France, holding no such account, is entitled to the opening of a deposit account with the credit institution of its choice. A French SAS or SARL, even owned entirely from abroad, is a legal entity domiciled in France once its registered office is fixed there, so it falls within the text. The first practical step is therefore to demand, at the counter or in writing, that the refusing bank hands over the refusal certificate. The statute is explicit: “L’\u00e9tablissement de cr\u00e9dit qui a refus\u00e9 l’ouverture d’un compte fournit au demandeur syst\u00e9matiquement, gratuitement et sans d\u00e9lai, sur support papier, et sur un autre support durable lorsque celui-ci en fait la demande expresse, une attestation de refus d’ouverture de compte”. The bank must systematically, free of charge and without delay, supply a written refusal certificate, and it must inform the applicant that the Banque de France can designate an institution. Without that paper, the designation procedure cannot start, so a founder who receives only an oral no should reply in writing asking for the attestation de refus.<\/p>\n With the certificate in hand, the applicant seizes the Banque de France, which designates a credit institution near the domicile or another place of the applicant’s choice, taking market shares into account. The timetable is fast: Article L. 312-1 of the Monetary and Financial Code<\/a> orders designation “dans un d\u00e9lai d’un jour ouvr\u00e9 \u00e0 compter de la r\u00e9ception des pi\u00e8ces requises”, within one business day from receipt of the required documents. The designated bank must then open the account and provide a defined basket of basic services. Article D. 312-5 of the Monetary and Financial Code<\/a> lists them: “Les prestations de base mentionn\u00e9es au II de l’article L. 312-1 comprennent : 1\u00b0 L’ouverture, la tenue et la cl\u00f4ture du compte”, followed by address changes, bank identity statements, direct debit domiciliation, monthly statements, cheque and transfer collection, SEPA payments, remote balance consultation, cash deposits and withdrawals, and a payment card usable online and for withdrawals in the European Union. A founder should calibrate expectations here: the designated account covers daily operations, transfers, direct debits and a card, but it is not a credit line, an overdraft or a tailored business banking package, and those extras remain subject to commercial negotiation later.<\/p>\n One limit must be stated clearly, because it surprises many applicants. The designation does not override anti-money-laundering duties. Article L. 561-8 of the Monetary and Financial Code<\/a> adds: “Le I s’applique \u00e9galement lorsqu’un \u00e9tablissement de cr\u00e9dit a \u00e9t\u00e9 d\u00e9sign\u00e9 par la Banque de France sur le fondement de l’article L. 312-1”. The duty to refuse where identification cannot be performed applies equally to a bank designated by the Banque de France. In other words, the designation procedure cures a commercial refusal, not a compliance failure. This is why the identification pack described above should be sent to the designated bank immediately and completely: a second refusal grounded in unverifiable identity restarts the problem instead of solving it. Founders who live outside France should also expect the designated bank to ask for enhanced proof of the origin of funds and of the ownership chain, and should treat those requests as normal rather than hostile.<\/p>\n While the account procedure runs, the business usually cannot wait: the landlord wants the commercial lease signed, the supplier wants the order form, the freelancer wants the service agreement. Since the company has no legal personality before RCS registration, someone must sign for it, and Article L. 210-6 of the Commercial Code<\/a> attaches a severe default rule: “Les personnes qui ont agi au nom d’une soci\u00e9t\u00e9 en formation avant qu’elle ait acquis la jouissance de la personnalit\u00e9 morale sont tenues solidairement et ind\u00e9finiment responsables des actes ainsi accomplis, \u00e0 moins que la soci\u00e9t\u00e9, apr\u00e8s avoir \u00e9t\u00e9 r\u00e9guli\u00e8rement constitu\u00e9e et immatricul\u00e9e, ne reprenne les engagements souscrits”. Those who acted in the name of a company in formation remain jointly and indefinitely liable for what they signed, unless the company, once duly formed and registered, takes over the commitments, which are then deemed subscribed by the company from the start. The founder therefore signs personally at first, and is released only through reprise, the takeover of the commitment by the registered company.<\/p>\nI. Getting the money into France when no bank wants your company yet<\/h2>\n
A. Where a foreign founder deposits the starting capital and what paper it produces<\/h3>\n
B. Preparing a file that survives anti-money-laundering checks from abroad<\/h3>\n
II. Turning a refusal into an account and protecting contracts signed while waiting<\/h2>\n
A. From the written refusal to the Banque de France designation and the basic services<\/h3>\n
B. Signing the lease and the first contracts before the Kbis without exposing the founder<\/h3>\n