How Long Does It Take to Obtain a Depositary’s Certificate for a Share Capital Increase in France?

A depositary’s certificate can be issued quickly when the share capital increase file is complete and the subscription funds have actually been received by the depositary.

At Chassaint & Cerclé Notaires, the depositary’s certificate can be issued within 24 business hours after receipt of the funds and approval of the file.

The overall timeline will nevertheless depend on several factors, including preparation of the corporate documentation, identification of the subscribers, any additional compliance checks and the time required for the funds to reach the depositary.

To minimise delays, the file should therefore be submitted to the French notary before the subscription funds are transferred.

When Can the Depositary’s Certificate Be Issued?

The depositary’s certificate cannot be issued solely on the basis of a proposed share capital increase or a payment instruction.

The depositary must receive the documentation required to review the transaction and must confirm actual receipt of the subscription funds.

Two conditions are therefore essential:

• the file must have been reviewed and approved;
• the required subscription funds must have actually been received.

Once these conditions have been satisfied and the required checks completed, the depositary’s certificate can be issued.

Can the File Be Reviewed Before the Funds Are Transferred?

Yes, and doing so can significantly reduce the overall processing time.

The company must submit the documents relating to the share capital increase and the various subscribers to the French notary before any funds are transferred.

The notary can then review the file and request any additional information or documentation that may be required.

Once the file has been approved, payment instructions are provided to the subscribers.

This avoids discovering after a transfer has been received that an essential document or piece of information is still missing.

What Can Delay the Issuance of the Depositary’s Certificate?

An incomplete file is one of the most common causes of delay.

Additional time may notably be required where:

• the corporate decisions relating to the share capital increase are incomplete or inconsistent with the subscriptions;
• documents concerning one or more subscribers are missing;
• the amount transferred does not correspond to the relevant subscription;
• the originating bank account does not clearly identify the subscriber;
• a corporate subscriber is involved and its ownership structure requires further clarification;
• additional supporting documentation concerning the source of funds is required;
• or foreign corporate documents need to be translated or supplemented.

Submitting the file in advance allows many of these issues to be resolved before the subscription funds are transferred.

How Long Does a Bank Transfer Take?

The time required for the funds to arrive depends on the originating bank and the type of transfer.

A transfer from a French or European bank account can generally be received relatively quickly.

An international transfer may take longer depending on the banks involved, the country of origin, the currency used and any intermediary banks.

The depositary’s certificate can only be issued after actual receipt of the funds, rather than merely upon presentation of a transfer order or payment confirmation.

Bank processing times should therefore be taken into account where the share capital increase must be completed by a particular date.

Does a Foreign Investor Necessarily Make the Process Longer?

No.

The involvement of a foreign investor does not necessarily mean that the transaction will take longer to process.

However, additional documentation will generally be required to identify the subscriber and, where the investor is a company, its legal representative, ownership structure and ultimate beneficial owners.

Supporting documentation concerning the source of the investment funds may also be required.

Where these documents are submitted at the beginning of the process, the relevant checks can be carried out before the international transfer reaches France.

This allows the transaction to be prepared in advance rather than reviewed only after the funds have arrived.

Can the Depositary’s Certificate Be Obtained Remotely?

In many cases, yes.

The documents required for the preliminary review can generally be submitted electronically.

Once the file has been approved, payment instructions are provided to the subscribers so that they can transfer their funds.

After the funds have been received and the required checks completed, the depositary’s certificate can be issued without requiring every subscriber to attend the notary’s office in person.

This process is particularly suitable for transactions involving several investors or subscribers based outside France.

What Happens After the Depositary’s Certificate Is Issued?

The depositary’s certificate allows the company to proceed with the remaining formalities required to complete the share capital increase.

The company must complete the corporate steps provided for in the relevant resolutions and carry out the required amendments to its articles of association and registration formalities.

The subscription funds remain deposited during this stage.

Once the share capital increase has been definitively completed, the company provides the depositary with the documents required to evidence completion of the transaction.

After these documents have been reviewed, the funds can be released and transferred to the company’s bank account.

Obtain Your Depositary’s Certificate from a French Notary

Chassaint & Cerclé Notaires, a French notary office based in Paris, assists companies with the deposit of funds for cash share capital increases.

To minimise processing times, the documentation can be submitted to the office for review before the subscription funds are transferred.

After the file has been approved and the funds have actually been received, the depositary’s certificate can be issued within 24 business hours.

The procedure can generally be handled remotely, including transactions involving foreign investors, foreign companies and subscription funds transferred from abroad.

For further information, submission of your file and payment instructions, please visit our dedicated share capital increase page, click here.