Ultimate Beneficial Owners in France

Yes, France has legislation in force governing UBOs: 

• Identification of UBOs: articles L. 561-2-2 and R. 561-1 to R. 561-3-0 of the French Monetary and Financial Code provide the legal definition of a UBO and set out the criteria for their identification;
• Registration of UBOs: articles L. 561-45-1 to L. 561-50 of the same Code impose an obligation on legal entities (and therefore their legal representatives) to collect, maintain and file accurate and up-to-date information regarding their UBOs in a dedicated UBO Register, maintained by the Trade and Companies Registry (under the cover of the National Institute of Industrial Property – “INPI”).

Pursuant to the provisions of the French Monetary and Financial Code, UBOs are the individuals (or individual) who ultimately control, directly or indirectly, the company or the legal structure, or for whom a transaction is carried out or an activity is performed.

For a company, the UBOs are the individuals who:

• hold, directly or indirectly, more than 25% of the capital or voting rights of the company (the calculation of the percentage takes into account the entire holding chain where applicable), or
• exercise, by any other means, a control over the company within the meaning of Article L. 233-3 I 3° and 4° of the French Commercial Code (i.e. where they, through voting rights, effectively determine the decisions made at the shareholders’ meetings or have the power to appoint or dismiss legal representatives or other management or supervisory bodies of the company).

Where no individual is identified according to the above criteria, the UBOs of “last resort” are the legal representatives of the company (and if a legal representative is an entity: the individuals who legally represent said entity).

For structures or entities other than companies (collective investments, associations, mutual societies, foundations, funds, EIGs, trusts, fiduciaries, or other legal structures or arrangements governed by foreign law), the criteria are adapted to the various situations.

Listed companies (in France, the EU or the EEA, or a third country with equivalent transparency requirements) are exempted from filing UBOs. Subsidiaries of listed companies must, however, declare their legal representatives as UBOs of “last resort”.

Pursuant to the provisions of the French Monetary and Financial Code, the information to be disclosed and recorded in the UBO Register relates both to the company and the UBOs of said company: 

Data on the company: corporate name, legal form, registered office address, identification number and jurisdiction of incorporation;

Data on the UBOs:

• Surname, pseudonym or name of use, first names, date and place of birth, nationality, and personal residential address;
• Nature and method of control (e.g., direct/indirect ownership of >25% of share capital or voting rights, or other control mechanisms);
• Extent of control (e.g., percentage of capital or voting rights);
• Date on which the individual became UBO of the company.

For new entities, the recording of the data needs to be done within 15 days of incorporation, therefore, this is usually carried out at the same time as the incorporation.

Any change in the filed information regarding the company or the UBOs must be filed immediately (within 30 days). This must be regularly checked by the legal representatives of the company; therefore, it is essential that they recurrently send out update requests on the UBOs to the shareholders if they do not have direct access to such information.

Being identified as a UBO does not entail per se “direct” legal obligations or liabilities (even though the status as a UBO may have implications, e.g., in the context of tax or social security audits, anti-money laundering investigations or legal proceedings).

Pursuant to the provisions of the French Monetary and Financial Code, at the request of the legal representatives of the company, a UBO must provide them with all the information necessary to comply with their obligations. Where the information provided by a UBO is incomplete or inaccurate, the legal representatives of the company may refer the matter to the president of the local commercial court to issue a summary order for the purpose of ordering said UBO the transmission of this information (and in some cases subject to a fine).

If the legal representatives of a French company are registered as the UBOs of “last resort”, they must of course ensure that the filed information always remains updated.

Pursuant to the provisions of the French Monetary and Financial Code, the level of access to the UBO Register varies depending on the type of entity, authority or individual seeking the information:

• The information is freely accessible to various authorities referred to in the French Monetary and Financial Code, who may access the UBO Register without restriction while carrying out their duties. These authorities include, in particular, French courts, tax authorities, customs authorities, the police, the national financial intelligence unit, the French Anti-Corruption Agency, the French Court of Auditors, the European Anti-Fraud Office, the European Public Prosecutor’s Office, Europol, Eurojust, the European Authority for the Prevention of Money Laundering and Terrorist Financing, etc.
• Companies that have declared the information with the UBO Register are entitled to merely access the information they have recorded;
• Individuals may merely access the information for the companies in which they have been identified as a UBO;
• Entities and individuals subject to anti-money laundering obligations may access all the information relating to UBOs (provided they have submitted the required application to the UBO Register): these include, in particular, banks, credit establishments, insurance companies, lawyers, auditors, accountants, notaries, investment companies, sports agents, gaming or betting operators, domiciliation companies, clerks of the commercial courts, credit managers, art auctioneers, etc.

Pursuant to the provisions of the French Monetary and Financial Code, failure to file the required information with the UBO Register, or filing information that is inaccurate or incomplete information, is punishable by up to six months’ imprisonment and a fine of up to €7,500.

In addition, since 15 June 2025, the clerk of the local commercial court may order the removal of a company from the Trade and Companies Registry (RCS), if the company fails to submit the required information to the UBO Register, or to rectify inaccurate or incomplete information, within three months of a formal notice being sent to its registered office by registered letter. Such removal may be initiated by the clerk of the court in any of the following circumstances: 

• The clerk has identified the company’s failure to file the information, or has verified that the information filed is inaccurate or incomplete;
• An entity or individual subject to anti-money laundering obligations, or a regulatory authority, has reported the failure or inaccuracy to the clerk; or
• The president of the local commercial court has, through injunction proceedings, ordered the company to file or amend the information accordingly.