To establish and register their business with the Trade and Companies Register (RCS), the founders must contribute capital. Each partner must therefore contribute a certain amount and deposit it into an escrow account managed by a custodian. The contribution remains held in escrow until the business is registered.
Also known as a certificate from the custodian of funds, the capital deposit certificate serves as proof that the entrepreneur has completed this procedure. It is one of the mandatory documents required to file the application for company registration. Therefore, having this document is essential for starting a business and obtaining a Kbis extract.
The certificate of capital deposit includes the following information:
- the name of the company being formed, its legal structure (EURL, SASU, SARL, SAS, etc.), its business activity, and its registered office;
- the total amount of capital deposited;
- the identities of the partners and the amount contributed by each;
- the identity of the institution receiving the funds;
- the date of issuance of the certificate, which must precede the signing of the company’s articles of incorporation.
Good to know: The capital deposit certificate only provides information on cash contributions (i.e., sums of money) made by the partners. Contributions in kind (such as know-how or expertise) and contributions of property (such as assets, premises, or software) are not covered by this document.
Deposit the capital of your company
After drafting the articles of incorporation for their company, the partners must deposit the capital. This step, which can be completed online or in person, must take place before the articles of incorporation are signed and the company is registered. It is carried out by the company’s director via check, bank transfer, or cash payment.
To obtain a certificate of capital deposit, each partner must deposit the funds corresponding to their subscription with a notary, a brick-and-mortar bank, or an online service provider. Often, the partner chooses the institution where they plan to open their business bank account to deposit their capital.
Good to know: The minimum amount of paid-in capital required depends on the legal structure chosen when the company is incorporated. For example, it is only €1 for SASs, SARLs, and EURLs.
Only cash contributions must be made by the partners. Partners are not required to contribute the entire share capital at the time the company is formed. Instead, it may be contributed in installments. For example:
- SAS and SASU companies may contribute 50% of the total share capital when the company is incorporated;
- Limited liability companies (SARLs) and single-member limited liability companies (EURLs) may contribute 20% of the total share capital upon the company’s formation.
In either case, the balance must always be paid within five years of the company’s registration.
Bring the supporting documents
The partners of a business must submit several documents to the institution chosen for the capital deposit, whether it is a physical bank or an online service provider. To obtain a certificate of capital deposit, the following must be provided:
- the draft articles of incorporation;
- the list of shareholders if the company being formed is an SASU or an SAS;
- the application for the payment of the capital stock;
- the deposit slip and the statement of funds' origin;
- proof of identity and proof of address (dated within the last 3 months) for the legal representative and each partner;
- proof of the company's registered address.
Generally, the certificate of capital deposit is issued to the company once the funds have been deposited into an escrow account. However, the timeframe depends on the entity selected to handle the deposit.
Deposit funds with a bank
Before incorporating their company, the founders must open a blocked business account. This is a prerequisite for depositing the capital and obtaining a certificate. They can open a business account online or at a physical bank branch.
While traditional banks offer the option of consulting with an advisor in person, their processes are less flexible. Depending on how long it takes to schedule an appointment, the deposit process can be tedious and take anywhere from several days to several weeks.
Founders can also turn to a neobank or online bank to complete this process entirely online. Supporting documents are then uploaded to a secure portal, which saves time when obtaining the capital deposit certificate and offers financial and operational benefits.
Good to know: Before making a decision, partners should compare the offers from each bank. This allows them to take advantage of competition, secure better rates, and choose the service that best suits their business.
New players, such as Qonto and Shine, allow you to deposit capital online and obtain a certificate of capital deposit within a few hours. These solutions are simpler and faster, and they also provide access to other services such as:
- opening a business account;
- integration with the accounting software used;
- assistance in drafting the company's articles of incorporation;
- access to responsive customer service.
These more cost-effective solutions also offer high-quality services. Capital deposits are processed more quickly, allowing businesses to launch their operations sooner.
Depositing capital with Qonto, for example, is very straightforward. All you need to do is open a business account and submit the company’s articles of incorporation along with proof of the registered office’s address. Each partner must then make a simple bank transfer to deposit their share of the capital. Finally, the capital deposit certificate is sent to the founder by email within 72 hours on average.
The company representative may also engage a notary to deposit the funds. This method is quick and simple, but it is often more expensive. However, the notary can provide valuable advice on setting up the business. Only after verifying every document submitted by the company’s founder will the notary handle the deposit of the capital and issue a formal certificate. The cost of this process depends on the notary chosen: it averages around one hundred euros.
Good to know: Previously, a founder could deposit their capital with the Caisse des dépôts et des consignations (CDC). This has not been possible since June 1, 2021. From now on, they must either go through a notary or deposit the funds into a blocked business account.
Once the certificate of capital deposit has been issued, the partners may sign the company’s articles of incorporation. They must also publish a notice of incorporation in a legal gazette to inform third parties of the company’s formation.
Finally, the registration documents must be filed with the clerk’s office of the commercial court. If this is not done within six months of the deposit of funds, the partners may recover their capital contributions.
Once the company has been registered, it is officially established, and the funds can be released upon presentation of a Kbis extract. The funds are deposited into the business account opened in the company’s name. The founders may then use these funds to launch their business and meet the company’s operational needs.
Written by our Qonto expert
July 19, 2022
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