The Capital Deposit feature is only available for France at the moment. This documentation, therefore, reflects only the french capital deposit.
Some companies need to have a share capital to be created. Coming from the shareholders, this money usually funds the first expenses of the company. The capital deposit is a key step in the creation of a new company; it takes place before the registration of the company. Depositing the capital into a regular account is not enough, it must be deposited in an escrow account which is only provided by a fully licensed bank or a notary. As Swan is an Electronic Money Institution, we have a partner notary to provide this service - the notary receives the money and issues a capital deposit certificate which then enables the creation of a company.
To process a capital deposit and issue a certificate, the following requirements must be met:
- Swan must receive documents about the company that will be created;
- the company's shareholders must send the money to the previously opened account;
- the company business account must be created.
Once all of the above is ready, the funds and the documents are sent to the notary. The notary will process the information sent and provide a capital deposit certificate. With this certificate, the shareholders can register their company.
After the registration is complete, Swan must receive the proof of registration (KBIS). Swan then forwards the KBIS to the notary who in response sends the funds to the company business account created previously.
Capital deposit processus
A CapitalDepositCase is an object at Swan that represents the process of doing a capital deposit. This capital deposit case aggregates information about:
- the company that will be created
- the company account
- the capital deposit documents
- the shareholders
To create a capital deposit case, you must use the createCapitalDepositCase mutation. For more information about how to use it, you can follow the guide:
Capital Deposit Case state diagram
The status of the capital deposit case, and the progression from one status to another, is based on several factors.
This status is the first one if there was no technical issue during the creation. To move to the next status we need multiple requirements to be met:
- all the
shareholdersmust be in
CapitalTransferred. Learn more
- the following
Validated:(learn more on how to upload the documents)
ArticlesOfIncorporation: the draft status of the company being created
CompanyLeaseAgreement: proof of where the company will be located
PowerOfAttorney: mandate by the representative that's performing capital deposit via Swan (we will give you a template)
- all the documents linked to the shareholders. Learn more
Once all those conditions are met, the capital deposit case will be moved to the next status and the notary will create the certificate.
In this stage, the notary will review the documents and the funds, and create the capital share deposit certificate.
Once it is ready, it will be uploaded to the
documentwith the type
To unlock the funds deposited at the notary, you need to upload the proof of registration in the
documentwith the type
When you upload it, it is automatically sent to the notary and the status changes.
When the capital deposit case is in this status, it means that the
RegisterExtractwas uploaded. The notary will review it and then transfer the capital to the company account.
Once the transfer from the notary is received, the capital deposit case changes to
Completedand it is over.
A shareholder is a physical or legal person who will deposit some funds in exchange for ownership of the company that will be created. In order to deposit the funds, the shareholder will have to open a payment account on Swan and get an IBAN. This means that each shareholder must go through a KYC / KYB process.
Shareholder state diagram
The changes in shareholder status is based on several other factors.
This status is the first one. To move to the next status, the onboarding linked to the shareholder must be finalized and the account created.
When the account of the shareholder is created (when the onboarding is finalized), the shareholder moves to WaitingForVerification. To move to the next status, the accountHolder must have a VerificationStatus of
verified. If that is already the case when the onboarding is finalized (ex: an individual account holder already did a capital deposit previously) then this status is bypassed and the shareholder moves to WaitingForTransfer.
Here we are waiting for the full capital to be deposited by the shareholder. The transfer(s) MUST come from an account belonging to the shareholder. Once we receive the full amount from the shareholder it will move to CapitalTransferred.
In this status, the shareholder is waiting for the rest of the capital deposit case to be ready. When the money is sent to the notary, the shareholder status changes to
CapitalFundsWiredToNotary(at the same time, the
CapitalDepositCasewill move to
A CapitalDepositDocument represents a document that is necessary for the capital deposit. A document is mostly represented by its type - you can find the full list here.
CapitalDepositDocument state diagram
CapitalDepositDocumentis pending when it's created. It moves to uploaded when it's uploaded.
uploadedstatus can still be re-uploaded and changed. Once it is processed by our team it either moves to refused or validated.
The refused status happen if the document sent was not the correct one.
The validated status is the final status in which the document was processed and sent to the notary.