The register of beneficial owners is intended to increase transparency about the actual control of companies. But this transparency raises a legitimate question: who has the right to consult this sometimes sensitive information? And do the obligations relating to beneficial owners stop at the reporting company? As we shall see, the answer is no. The system provides for specific access rules, but also duties that now fall directly on the beneficial owners themselves, not to mention key interactions with anti-money laundering professionals. For a overview of the main obligations relating to the register of beneficial ownersSee our summary article.
Consulting the register: who has the right to see what?
Before knowing who can access this information, it is essential to master the definition and criteria for identifying the beneficial owner. Access to the information contained in the register of beneficial owners is not uniform. It varies considerably depending on the status of the person seeking to consult it. It is important to note from the outset that, whatever the arrangements, access to the information itself is free of chargeas specified in article L. 561-46 of the French Monetary and Financial Code.
Public access: a limited and evolving right
Can the general public find out who the beneficial owner of a company is? French law, as amended by the Ordinance of 12 February 2020, initially provided for access by any person, without requiring proof of a legitimate interest. However, this public access is not total. It is limited to the following information concerning the beneficial owner :
- Name, surname, pseudonym, forenames.
- Month and year of birth.
- Country of residence and nationality.
- The nature and extent of the effective interests held in the company (for example, the percentage of capital or voting rights, or a description of the other means of control).
This means that more personal data, such as the precise date and place of birth, or the beneficiary's personal address, are excluded from public access. This limitation is intended to strike a balance with respect for privacy.
However, this principle of public access, even if limited, has been deeply questioned by a major ruling of the Court of Justice of the European Union (CJEU) on 22 November 2022 (Cases. C-37/20 and C-601/20, Luxembourg Business Registers). The Court ruled that allowing generalised and unconditional access to any member of the public constituted a serious and disproportionate interference in the fundamental rights to privacy and the protection of personal data (protected by the EU Charter of Fundamental Rights).
What is the situation in France today (April 2025)? Following this ruling, public access was maintained by the French authorities, pending adaptation of national legislation to take account of the CJEU's decision. Discussions are underway to define new arrangements. The idea would be to potentially reserve wider access (perhaps to all the data) to certain categories of people who can demonstrate a need for access. legitimate interest to access this information, such as investigative journalists or civil society organisations fighting corruption.
At the same time, a new European directive, the 6th anti-money laundering directive (Directive (EU) 2024/1640)adopted in May 2024, must be transposed by the Member States by July 2027. It provides for guaranteed access to information for those directly involved in the fight against money laundering. It remains to be seen how France will articulate these different requirements. The situation regarding access to general public remains uncertain and liable to change in the coming months or years.
Full access for designated authorities
On the other hand, certain authorities have access to complete and unrestricted à all information relating to beneficial owners, including personal data not accessible to the public. Article L. 561-46, paragraph 3, 2° of the Monetary and Financial Code, supplemented by article R. 561-57, lists these authorities in detail. They include
- Judicial magistrates.
- Tracfin agents (the French financial intelligence unit).
- Authorised customs and tax officials.
- Judicial police officers (police, gendarmerie).
- Financial sector supervisory authorities (Autorité de Contrôle Prudentiel et de Résolution - ACPR, Autorité des Marchés Financiers - AMF).
- The supervisory authorities for certain regulated professions (bar association, chamber of notaries, etc.).
These authorities may also communicate this information to their European counterparts as part of their duties.
Full access (subject to conditions) for professionals subject to LCB-FT
Professionals subject to anti-money laundering and terrorist financing obligations (listed in article L. 561-2 of the French Monetary and Financial Code) also need this information to fulfil their own customer due diligence obligations (so-called "KYC" - Know Your Customer - procedures). These include banks, insurance companies, payment institutions, chartered accountants, statutory auditors, lawyers, notaries, estate agents, etc.
These professionals can have access to in full information on beneficial owners, but only within the strict framework of the implementation of their vigilance measures (articles L. 561-4-1 to L. 561-14-2 C. mon. fin.). To obtain this access, they must draw up a signed declaration attesting to their status and the purpose of their request, as specified in article R. 561-58.
Access for the company itself
Logically, the company or entity that declared the information can itself access it, but only for the information it provided (article L. 561-46, al. 3, 1° C. mon. fin.).
The beneficial owner also has obligations
A major innovation of the Order of 12 February 2020 was to impose obligations directly on beneficial owners who are natural persons. They are no longer simply "subjects" of information, but become actors in compliance.
Provide information to the company requesting it
Article L. 561-45-2 of the French Monetary and Financial Code is clear: the beneficial owner must provide the company or entity concerned with all the necessary information so that it can meet its own obligations. This includes the information required for the declaration to the RCS, as well as that which the company must be able to provide to LCB-FT professionals who may request it.
Imagine how difficult it would be for a company director if a shareholder or person exercising indirect control refused to provide the information required for the declaration! This new provision provides a clear legal basis for the company's request to its beneficial owner.
Response time: 30 working days
The beneficial owner cannot keep the company waiting indefinitely. He must provide the requested information within a period of thirty working days from the date of the company's application (specified by article R. 561-59 C. mon. fin.).
Penalties in the event of refusal or incorrect information by the beneficiary
What happens if the beneficial owner does not respond within the deadline, or provides false or incomplete information? This can have serious consequences:
- Legal action by the company : The company may apply to the president of the court, acting in summary proceedings, for an order requiring the beneficial owner to provide the information, if necessary. under penalty (article L. 561-45-2, al. 3 C. mon. fin.).
- Direct criminal penalties : Even more serious is the fact that the beneficial owner does not transmit the information within the time limits, or transmits information that is not accurate. inaccurate or incompleteis now a specific criminal offence, created by article L. 574-6 of the French Monetary and Financial Code. The penalties incurred are the same as for managers who fail to declare their assets correctly: six months' imprisonment and a fine of €7,500plus possible additional penalties.
Responsibility therefore also lies individually with the beneficial owner.
Interactions and crossed responsibilities
Company's obligations towards LCB-FT professionals
As mentioned above, the company must provide information on its beneficial owners to professionals (banks, chartered accountants, etc.) who request it as part of their duty of vigilance (article L. 561-45-1, al. 5 C. mon. fin.). Failure to comply with this obligation is punishable under criminal law for the company and its director (via article L. 574-5).
Obligation of professionals to report inconsistencies
To complete the circle and strengthen the reliability of the register, LCB-FT professionals (and certain authorities) are obliged to report any discrepancies to the Registrar that they identify between the information in the register and the information that they have been able to gather by their own means (article L. 561-47-1 C. mon. fin.). This report triggers the regularisation procedure with the company (which implies a return on the information contained in the register). initial declaration to the RCS), encouraging data correction and increasing pressure for accurate information.
Navigating the access rules and cross-obligations concerning beneficial owners can be complex, especially with recent legal developments and current uncertainties over public access. To understand your access rights or your obligations as a company or beneficial owner, don't hesitate to ask our expert, tailor-made legal support in commercial law.
Sources
- Monetary and Financial Code: in particular articles L. 561-2, L. 561-4-1 to L. 561-14-2, L. 561-45-1, L. 561-45-2, L. 561-46, L. 561-47-1, L. 574-5, L. 574-6, R. 561-57, R. 561-58, R. 561-59.
- Order no. 2020-115 of 12 February 2020.
- CJEU, 22 November 2022, Aff. C-37/20 and C-601/20, Luxembourg Business Registers.
- Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 2024 (6th Anti-Money Laundering Directive).
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