Setting up a company in France from abroad: depositing the share capital when banks refuse

Key points

• The capital deposit is the last step before registration, and the one where many foreign founders get stuck: without a French address or history, banks often refuse the account.
• The law does not reserve the deposit to banks: the Caisse des dépôts et consignations (the French public deposit institution) and a notary can also receive the funds and issue the depositary certificate.
• The funds stay blocked until registration; if the company is not registered within six months, the shareholders can recover them.
• The lawyer organises the sequence: articles of association, checks on the source of funds, deposit, registration, then opening of the company's bank account.

The banking wall facing foreign founders

To register a SAS or a SARL, you must show that the cash contributions have been deposited. But a French bank opening an account for a company in formation must identify its shareholders and managers, understand the source of the funds and be sure it can reach them. For a shareholder living outside France with no local banking history, the file is often refused, or drags on for weeks. The paradox is well known: no account without a company, no company without a deposit.

A bank is not the only depositary

The funds from the payment of contributions must be deposited on behalf of the company in formation with a depositary, who issues a certificate attached to the registration file. The regulations allow three depositaries: a credit institution, the Caisse des dépôts et consignations, or a notary. For a foreign founder, the last two routes avoid having to open a bank account in France beforehand: the funds are wired from abroad, the depositary issues its certificate, the company is registered, and the bank account is then opened on the basis of a Kbis (certificate of incorporation), which is much simpler.

Funds that are blocked, but never held captive

Whichever depositary is used, the funds are unavailable until registration. For the SARL, withdrawal is only possible after registration with the Trade and Companies Register (article L. 223-8 of the French Commercial Code); the same rule applies to the société anonyme (article L. 225-11 of the French Commercial Code) and to the SAS (article L. 227-1 of the French Commercial Code). And if the company is not registered within six months of the first deposit, the contributors can ask for their funds back. The foreign investor therefore does not risk having their money tied up indefinitely.

What the lawyer brings

For a foreign founder, the difficulty lies less in each formality than in their sequencing, handled remotely, in a language and legal system that are not their own. The lawyer takes charge of the whole sequence:

• drafting articles of association consistent with the chosen deposit method and sizing the capital;
• gathering the proof of identity and source of funds that any depositary will require under anti-money laundering rules;
• organising the international transfer to the depositary and obtaining the certificate;
• filing the registration file and obtaining the Kbis;
• supporting the opening of the company's bank account, then the release of the funds to it.

Everything can be done remotely: electronic signature of documents, international transfers, exchanges in French or English. Physical presence in France is not required at any of these steps.

After incorporation: the CARPA account to secure transactions

Once the company is formed, the foreign investor often faces another need: paying a price without risking its loss, whether to buy shares, a business or an asset. This is where the lawyer's CARPA account comes in. The funds are held outside the lawyer's own assets, in a sub-account specific to the transaction, and nothing leaves without the control of the fund. The price is released only once the agreed conditions precedent are met. How it works is detailed in our article on the guarantees of the CARPA account, and the verification of foreign funds in our article on KYC and the source of funds.

Setting up a company in France from abroad and stuck on the capital deposit? The firm Selves Avocat supports foreign founders and investors, from drafting the articles of association to registration.