Beneficial owner of French companies - Deadline April 1st 2018
1. Obligations arising from the transposal of the EU directive
European directive 2015/849 of 20th May 2015 to combat money laundering and financing of terrorism requires Member States to set up national registers of effective beneficial owners of companies and certain trusts.
The implementation of this directive in French law binds companies established in France, except companies whose securities are admitted to trading on a regulated market, to :
Obtain and maintain up-to-date and accurate information concerning their effective beneficial owners;
File to the French Trade and Companies Register (Registre du Commerce et des Sociétés) a document regarding effective beneficial owners and to update it in the event of a change.
2. Definition of effective beneficial owner
Effective beneficial owner could be defined as the natural person who either ultimately controls, directly or indirectly, the company either for whom the transaction is carried out.
More precisely, effective beneficial owner(s) is/are (the) natural person(s) who:
Either hold(s), directly or indirectly, more than 25% of share capital or voting rights of the Company;
Either exercise(s), by any means, a power of control over management, administration, or direction bodies or shareholders’ meeting.
This definition is likely to change by the publication of a new decree.
3. Obligation to file at the French Trade and Companies Register
For all companies registered before 1st August, a document concerning effective beneficial owners has to be filed until 1st April 2018.
For companies in process of registration, this document has to be filed at the same time as the registration or within 15 days from the receipt of the file.
Once this document has been filed, a new document must be filed within 30 days of any fact or act requiring the correction or addition of the information mentioned on the document.
4. Penalties for absence or misrepresentation declaration
It may include a fine of up to € 7500 and a sentence of six months imprisonment.
Additional penalties may be added, such as, in particular, a partial deprivation of civil and civic rights, a prohibition on management; Or for legal persons, dissolution, placement under judicial supervision, closure, exclusion from public contracts. Similarly, the President of the court may order you, and if necessary under penalty, to make this declaration.
5. Information needed
For each beneficial owner :
- Name of general use/use name
- First names
- Date and place of birth
- Personal address
- Terms of the control exercised over your Company, determined in accordance with the
- article R.561-1 of the French Monetary and Financial Code
- Date on which the natural person became an ultimate beneficial owner(s)