Declaration of beneficial owners of the business

Verified 01 August 2024 - Directorate for Legal and Administrative Information (Prime Minister)

When a business is created, the natural person(s) controlling the business must be reported. These are the beneficial owners of the business. Any changes affecting them at any point in the life of the business must also be reported.

Beneficial owner means an associated natural person (SAS, SARL, etc.) or shareholder (SA) who fulfills one of the following conditions:

  • It holds, directly or indirectly, more than 25% voting rights or capital of the business
  • It has the power to control it by any other means (e.g. can appoint or remove a majority of the members of the management bodies).

If none of these criteria is met, it is the person or persons who legally represent the business (manager, president, etc.).

Infograft provides a pattern to facilitate the identification of beneficial owners.

Please note

where the legal representative is a business, the beneficial owner shall be the natural person or persons legally representing that business.

The entities covered by this statement are:

  • Business and economic interest group having their registered office in France
  • commercial business whose registered office is abroad and which has an establishment in France
  • Other entity subject to registration obligation in the SCR: titleContent and the RNE: titleContent (collective investment undertaking, association, endowment fund, etc.).

The beneficial owners of a business must be declared at different points in the life of the business: at its creation and at each change in the beneficial owners.

Creating the business

Beneficial owners must be declared at the time of creating the business.

The declaration must be made by the representative business (e.g. manager) on the company formalities window site:

Company Formalities Window

This approach is not free, it costs about €20.

At the time of reporting, you must provide the following information:

  • Concerning the business :
    • Name or business name
    • Legal form
    • Address of registered office
    • Unique identification number.
  • Concerning each beneficial owner :
    • Name, surname, pseudonym, first names
    • Date and place of birth
    • Nationality
    • Personal Address
    • Nature and methods of control over the business and extent of such control
    • Date on which he became beneficial owner of the business.
Amending Declaration

Whenever there is a change in beneficial ownership, a request for amending registration must be done.

For example, a new beneficial owner emerges as a result of the change in the share capital of the business. It may also involve a change in the information concerning a beneficial owner (change of address after a move, change of name following a marriage, etc.).

The beneficial owner whose situation changes has 30 days, from this change, to request an amending entry.

The request must be made by the representative business (e.g. the manager) online on the company formalities window site.

Company Formalities Window

This approach is not free, it costs about €35.

At the time of reporting, the following information shall be provided:

  • Concerning the business :
    • Name or business name
    • Legal form
    • Address of registered office
    • Unique identification number.
  • Concerning each beneficial owner :
    • Name, surname, pseudonym, first names
    • Date and place of birth, nationality
    • Personal Address
    • Nature and methods of control over the business and extent of such control
    • Date on which he became beneficial owner of the business.

FYI  

Since 1er August 2024, the conditions for access to the beneficial ownership register are amended. Companies who wish to consult it must now have a legitimate interest.

To learn more about the new conditions for accessing the beneficial ownership register, you can consult our dedicated brief on the subject:

New conditions for access to the Registry of beneficial owners as at 31 July!

Directorate of Legal and Administrative Information (Dila) - Prime Minister

Pour en savoir plus

If the beneficial owners have not been declared or if the information declared is false or incomplete, the President of the Commercial Court may ask the business to regularize the situation under periodic penalty payments. This means that it must pay penalties for each day between the application for regularization and the regularization.

One representative may also be designated for regularization.

If the business does not regularize the situation, the person responsible for the beneficial ownership declaration (person responsible for completing registration formalities or the legal representative of the business) is liable to a fine of €7,500 and six months in prison. It also faces a ban on management (maximum 15 years) and partial deprivation of its civil and civil rights.

FYI  

Those penalties shall also apply to the beneficial owner who refuses to communicate the information necessary for his declaration. He also faces a management ban and partial deprivation of his civil and civil rights.

The business designated responsible is liable to a fine of up to €37,500 and the following penalties:

  • Dissolution of the business
  • Placement under judicial supervision for up to 5 years
  • One, several or all establishments of the business are closed permanently or for a maximum of 5 years
  • Exclusion from public contracts definitively or for a maximum period of 5 years
  • Definitive or up to 5-year ban on making an offer to the public of securities or going public
  • Prohibition for up to 5 years to issue checks to those who are certified or to use payment cards 
  • Posting of the decision delivered or distribution of it in the written press.

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