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Business · French law

Unpaid called capital: 5 checks before acting in France

AlphaDeep legal editorial team · Drafted with AI assistance · Source check

Informational guide. An independent qualified legal review has not been completed.

An associate owes the company the contribution promised. If a cash contribution is due and unpaid, the Civil Code provides for interest from its due date without requiring a formal demand to start interest. Establish the commitment, valid capital call, due date and payments. The amount to claim cannot simply be inferred from the company's stated total capital.

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Illustrative conversation
Example question

Is all stated capital always immediately due?

Julie Illustration

No. Separate subscription, initial payment and later calls. The due obligation depends on records and the applicable framework, not solely the capital stated in the statutes.

Read the references
French law

3 free questions at signup. Avoid names and sensitive information.

What you leave withA reconciliation of the capital call and payments, with supporting documents and interest to verify.

Start with the practical section

Which five checks determine the amount due?

This ranking follows the elements establishing the obligation before its amount. It addresses a contribution already called but unpaid, rather than only the initial capital deposit. Subtraction comes last, after the commitment and due obligation have been identified.

  1. Contribution commitment

    Identify the associate, nature and promised amount in actual records.

  2. Capital call

    Find the call and requested amount, distinct from total capital.

  3. Due date

    Check when payment was required.

  4. Allocated payments

    Connect bank movements to contributions rather than a current account.

  5. Balance and next steps

    Present remaining principal, then examine interest and action.

References : Code civil 1843-3 · Code de commerce L223-7

Which commitment and capital call should you find?

Civil Code 1843-3 makes each associate liable to the company for the promised contribution. Find subscription, statutes, call decision and information evidence. Permission for staged payment does not mean all outstanding capital is due on any chosen date.

Which commitment and capital call should you find?
AmountMeaningCheck
Subscribed capitalTotal commitmentPortion already paid
Called contributionAmount requested at this stageDecision and due date
Allocated paymentPayment connected to the callEvidence and allocation

References : Code civil 1843-3 · Code de commerce L223-7

How do you reconcile the call and payments?

The reconciliation subtracts allocated payments from the stated called principal. Overpayment produces a negative difference without certifying a refund. An unknown call or due obligation remains visibly reserved.

Called contribution reconciliation

Use the relevant call rather than automatically using total capital.

Stated balance = called minus paid. No certification of due obligation, allocation, refund or interest.

References : Code civil 1843-3

What does a €2,000 call with €500 paid show?

The example has €2,000 called and €500 allocated, giving €1,500 arithmetically remaining. Verify the €500 was not a current-account payment and the €2,000 was actually due before claiming the balance.

Worked example · fictional facts

Fictional example: a stated €2, 000 due call and €500 allocated payment leave an arithmetic €1, 500. Subtraction does not verify the due date, allocation or interest rate.

References : Code civil 1843-3

When can interest start running?

For promised money not contributed, 1843-3 provides interest automatically, without demand, from the day payment was due. A formal demand is therefore not described as the sole trigger. Rate and calculation still require examination; the tool does not choose them.

References : Code civil 1843-3

What should you prepare if the associate does not pay?

Prepare a letter separating commitment, call, due date, payment and balance. Add records to the company file and have appropriate next steps examined. Without an actual call, do not turn a cash forecast into a valid call; examine call obligations and the company framework first.

References : Code civil 1843-3 · Code de commerce L223-7 · Constituer et déposer le capital social

What else should you check?

Is all stated capital always immediately due?

No. Separate subscription, initial payment and later calls. The due obligation depends on records and the applicable framework, not solely the capital stated in the statutes.

Does a formal demand alone trigger contribution interest?

1843-3 provides automatic interest from the day payment was due. Lack of a prior demand should not be presented as necessarily excluding interest.

Can the company confuse a contribution with a shareholder loan?

No. A contribution and current account are different relationships. Check payment allocation before changing the call balance.

Does the tool choose the applicable interest rate?

No. It calculates a principal difference. Interest rate, period and basis require separate examination.

What if no capital call was made?

Find the applicable payment and call rules before claiming. 1843-3 also provides a mechanism where calls have not been made within the statutory period.

Which sources support this page?

Official texts remain in French. The explanations above describe French law. A source check records a reading date; it is not qualified legal review.

  1. Code civil 1843-3Source checked : · Version from 2001-05-16
  2. Code de commerce L223-7Source checked : · Version from 2001-05-16
  3. Constituer et déposer le capital socialSource checked :