What Documents Are Required by a French Notary for a Share Capital Increase?
To deposit the funds for a cash share capital increase with a French notary, the company must provide documentation allowing the notary to review the proposed transaction, identify the subscribers and, where required, verify the source of the funds.
The exact documents required will depend on the company’s legal form, the structure of the share capital increase and the profile of the investors.
The file will generally include the company’s articles of association, evidence of registration, corporate decisions relating to the share capital increase, subscription documents and identification documents for the subscribers.
Additional documentation may be required where the transaction involves a foreign investor or foreign company.
The complete file should preferably be submitted to the French notary before any subscription funds are transferred.
What Documents Are Required for the French Company Increasing Its Share Capital?
The French notary must first be able to identify the company carrying out the share capital increase.
The company will generally need to provide:
- its current articles of association;
- a recent Kbis extract or other evidence of its registration;
- information concerning its legal representative;
- and, where applicable, information concerning its ultimate beneficial owners.
These documents allow the notary to verify the company’s legal existence, legal form, current share capital and the identity of the persons authorised to represent it.
What Documents Are Required for the Share Capital Increase?
The notary must also receive sufficient documentation to understand the precise terms of the proposed transaction.
Depending on the stage reached by the transaction, the required documents may include:
- the shareholders’ resolution or draft resolution approving the share capital increase;
- the terms governing the issuance of the new shares;
- the amount of the proposed share capital increase;
- the nominal value of the new shares;
- the amount of any share premium;
- and the conditions governing the subscription and payment of the new shares.
Where the transaction has not yet been definitively approved, draft documents may be submitted for an initial review.
The final documents must subsequently be provided where required for the issuance of the depositary’s certificate.
What Subscription Documents Are Required?
The funds received by the depositary must be capable of being matched with the corresponding subscriptions.
The documentation should therefore make it possible to identify, for each subscriber:
- the subscriber’s identity or corporate name;
- the number of shares subscribed for;
- the corresponding nominal amount;
- any applicable share premium;
- and the total amount payable.
Depending on the company’s legal form and the structure of the transaction, this information may appear in subscription forms or other documents evidencing the subscriptions.
The amounts actually transferred must be consistent with the subscriptions and the corporate decisions relating to the share capital increase.
What Documents Are Required for an Individual Subscriber?
Where an individual participates in the share capital increase, a valid identification document will generally be required.
Additional information may be requested in order to complete the applicable checks.
Where the subscription funds are transferred directly from the subscriber’s personal bank account, the holder of the originating account must be identifiable.
Depending on the amount and characteristics of the investment, supporting documentation concerning the source of the funds may also be required.
What Documents Are Required When the Subscriber Is a Company?
Where a subscriber is a legal entity, additional corporate documentation will be required.
The French notary must be able to verify the existence of the subscribing company, identify the persons authorised to represent it and understand its ownership structure.
For a French corporate subscriber, the required documentation may notably include:
- a recent Kbis extract;
- its articles of association;
- identification of its legal representative;
- evidence of the authority of the person acting on its behalf;
- and information concerning its ultimate beneficial owners.
Where the ownership structure is complex, additional documents may be required in order to trace the ownership chain to the individuals who ultimately control the subscribing company.
What Documents Are Required for a Foreign Company?
A foreign company may subscribe to a share capital increase of a French company.
However, it must provide documents allowing the French notary to identify and verify the foreign company to an equivalent standard.
Depending on the jurisdiction and corporate structure, the required documentation may include:
- a certificate of incorporation or recent extract from the relevant company register;
- its articles of association or equivalent constitutional documents;
- documentation identifying its legal representative;
- evidence of the authority of the person acting on its behalf;
- an ownership structure chart;
- and information and supporting documents concerning its ultimate beneficial owners.
Depending on the country of origin and the language of the documents, a translation may be required.
Additional authentication formalities, such as an apostille or legalisation, may also be required depending on the nature and intended use of the documents.
Is Evidence of the Source of Funds Required?
French notaries are subject to legal obligations concerning the transactions and funds they handle.
It may therefore be necessary to provide supporting documentation establishing the source of the investment funds.
The appropriate documents will depend on the circumstances of the subscriber.
They may include, for example:
- bank statements;
- corporate financial statements;
- documents demonstrating available corporate cash reserves;
- documents relating to the sale of an asset;
- or other evidence providing a coherent explanation of the origin of the funds.
The nature and extent of the documentation required will depend on factors such as the amount invested, the subscriber’s profile and the characteristics of the transaction.
What Documents Are Required for a Foreign Investor?
The fact that an investor is based outside France does not prevent that investor from participating in a share capital increase of a French company.
However, the documentation must allow the investor to be identified and the transaction to be reviewed satisfactorily.
For a foreign individual, a valid identification document and additional information required for the relevant checks may be requested.
For a foreign legal entity, documentation concerning its legal existence, representation, ownership structure and ultimate beneficial owners will generally be required.
The bank account from which the subscription funds will be transferred must also be identifiable.
Should the Documents Be Submitted Before the Funds Are Transferred?
Yes. This is the mandatory procedure.
The file should mandatory be reviewed before any transfer is made.
The company first submits the documents relating to the share capital increase and the various subscribers.
The French notary can then review the transaction and request any additional documents that may be required.
Once the file has been accepted, the relevant payment instructions can be provided.
This procedure avoids funds being transferred before all the documentation required to accept the transaction has been obtained.
Can the Documents Be Submitted Remotely?
In many cases, the preliminary review can be carried out remotely.
Documents can be submitted electronically for examination by the French notary.
Where originals, certified copies, translations, apostilles or legalised documents are required, the notary can then specify the requirements applicable to the particular transaction.
This process is especially useful for share capital increases involving several subscribers or investors located outside France.
What Happens Once the File Is Complete?
Once the file has been reviewed and accepted, the French notary provides the payment instructions allowing the subscribers to transfer their subscription funds.
The payments received are then matched with the corresponding subscriptions.
After receipt of all the required funds and completion of the necessary checks, the notary can issue the depositary’s certificate.
The company can then proceed with the remaining corporate formalities required to complete the share capital increase.
Submit Your Share Capital Increase File to 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.
The documentation relating to the company, the transaction and the subscribers can be submitted to the office for review before any funds are transferred.
The office also handles transactions involving foreign investors, foreign companies and subscription funds transferred from bank accounts outside France.
Once the file has been approved, payment instructions are provided to the subscribers. The depositary’s certificate can then be issued after receipt of the funds and completion of the required checks.
For further information about the procedure and to submit your file, please visit our dedicated share capital increase page, click here.
