Register of beneficial owners: what you need to know for your company

Financial transparency is no longer an option, but a requirement in today's economic landscape. At the heart of this approach in France is the register of beneficial owners, a system that now concerns almost all legal structures, from commercial companies to associations. Managers, partners, heads of organisations: understanding the broad outlines of these regulations has become essential to ensuring your entity's compliance and avoiding the sometimes heavy penalties. This article provides an overview of the key points to bear in mind.

The beneficial owner: who is it and who must declare it?

Basically, the beneficial owner is the person or persons who private persons who, in the final analysis, really own or control your structure, or who benefit from it. Forget complex legal arrangements: the aim is to identify the individual 'behind' the structure. For a more detailed definition and precise identification criteriaFor more information, see our article on this subject. For companies, there are two main criteria: direct or indirect ownership of more than 25% of the capital or voting rights, or the exercise of control by other means (decisive influence over general meetings, power to appoint managers, etc.). If no one meets these criteria, the legal director is appointed by default.

Who should carry out this identification and declaration? In practice all entities registered in France These include commercial companies (SARLs, SASs, unlisted SAs, etc.), non-trading companies (SCIs, etc.) and economic interest groupings (EIGs). Since a law passed in 2024, this obligation also applies to all associationsand endowment funds. The only notable exception concerns companies whose shares are admitted to a regulated market (listed companies).

Registering with the RCS: a major obligation

The main obligation is to declare this information to the Registre du Commerce et des Sociétés (RCS)This initial declaration must be made to the Registrar of the Commercial Court. This initial declaration must be made at the time of application for registration of your entity.

The information to be provided is precise: identification of your company, but above all complete identification of each beneficial owner (identity, date/place of birth, nationality, home address) and, crucially, the name and address of the beneficiary. exact description of the nature and scope of the audit (precise percentage of holdings, explanation of other means of control, etc.). Simply stating "more than 25%" is not enough. For a detailed explanation of the practical procedures and deadlines for registering with the RCSSee our specialised article.

Keeping information up to date: an ongoing duty

This is not a one-off formality. Any change concerning the beneficial owners or the information declared (change of address, change in the percentage of control, departure or arrival of a beneficial owner, etc.) must be the subject of a "notification". an amending declaration filed with the registry within 30 days following the event. If there is no change, no annual steps are required.

What are the risks of not following the rules?

The legislator has provided this system with means of control and sanctions to ensure that it is effective. If your company does not declare its beneficial owners, or if the information is false or incomplete, it is exposed to a number of risks.

Firstly, the president of the commercial court can order, under penalty (penalty per day of delay), to regularise the situation. A regularisation procedure may also be triggered if an authority or a professional (bank, accountant, etc.) reports an inconsistency to the registry.

Above all penal sanctions are severe: the individual director faces up to 6 months' imprisonment and a €7,500 fine (plus additional penalties such as disqualification from managing the company), while the company itself faces a fine of up to €37,500 and other penalties that could lead to dissolution. For a detailed analysis of the penalties incurred and the new direct obligations for beneficial ownersSee our dedicated article.

Who consults this information?

Transparency has its limits and its recipients. Access to the register varies:

• The authorities (justice, Tracfin, tax, customs, financial supervisors, etc.) have full access for their control and investigation missions.
• The professionals subject to the LCB-FT (banks, insurance companies, chartered accountants, lawyers, etc.) have access to it to check the identity of their customers.
• Le public has more limited access (partial identity, nature of the check, etc.). However, this public access is the subject of debate following a ruling by the European Court of Justice, and its terms and conditions could change.

Beneficial owners also have their own duties

Important new feature: the beneficial owner who is a natural person is now legally obliged to provide the company with the necessary information within 30 working days to fulfil its own obligations. If he refuses, delays or gives incorrect information, he exposes himself to personal criminal penalties (6 months' imprisonment and a €7,500 fine).

The beneficial owner system imposes strict obligations. A good understanding and careful management are necessary to remain compliant. For a personalised analysis of your case and a expert, tailor-made legal support in commercial lawOur team is at your disposal.

Frequently asked questions

What is a beneficial owner in simple terms?

This is the natural person or persons who actually own or control a company or legal entity, or who ultimately benefit from it.

Who is obliged to declare their beneficial owners?

Almost all companies and entities registered in France (SARLs, SASs, unlisted SAs, SCIs, GIEs, etc.), as well as associations, foundations and endowment funds. Listed companies are the main exception.

Do associations have to declare their beneficial owners?

Yes, since a law passed in 2024, all associations (under the 1901 Act), foundations and endowment funds have been required to identify and declare their beneficial owners.

When should beneficial owners be declared?

The first declaration must be made to the Registrar of the Commercial Court at the same time as the application for registration of the entity.

What is the main information to be declared about the beneficial owner?

You must declare your full identity (name, date/place of birth, nationality), your home address and, above all, the nature, terms and precise extent of the control exercised over the entity.

Do I have to update my declaration of beneficial owners every year?

No, an update is only necessary if there is a change in the information declared (new beneficiary, change of address, change of control, etc.).

What is the deadline for updating information on beneficial owners?

An amending declaration must be filed with the registry within 30 days of the event making the update necessary.

What does a company risk if it fails to declare its beneficial owners?

It risks a court injunction under penalty, and above all heavy criminal penalties: a fine of up to €37,500 for the company and a fine of €7,500 and 6 months' imprisonment for the director.

Can the public consult information on beneficial owners?

Yes, but public access is limited to certain information (partial identity, nature of the check) and the exact arrangements are currently under discussion following a European court ruling.

Does the beneficial owner have any obligations of his own?

Yes, they must provide the company requesting it with the information it needs to fulfil its obligations, on pain of personal criminal penalties.