Declaring beneficial owners when creating a company

Quick answer. The beneficial owner declaration is filed through the INPI single window, at the same time as the registration request or within the following 15 days. You identify each individual holding more than 25% of the capital or voting rights. Failure to file exposes you to a 7,500 euro fine and 6 months' imprisonment.

Creating a company often comes down to procedural details, and the beneficial owner declaration is one of them. Many founders discover it at the last moment, in the middle of the registration process, without having prepared the information to enter. This guide focuses on one thing only: the step-by-step method, at the precise moment of creation, through the single window.

We do not revisit here the general obligations and penalties, which we cover in our dedicated article on the obligations and penalties of the beneficial owners register. Here the aim is operational: knowing who to declare, what information to gather, where and when to file, and how to avoid being caught out by a forgotten update.

The beneficial owner is the individual who genuinely controls the company, beyond its mere legal structure.

In practice, this means any individual who holds, directly or indirectly, more than 25% of the company's capital or voting rights, or who exercises control by any other means. When no one meets these criteria, the legal representative (manager, president) is declared by default.

This obligation falls under the framework for combating money laundering and terrorist financing (AML/CFT), governed by the monetary and financial code (art. L561-2-2 onwards). It applies to most registered commercial and civil companies: SAS, SASU, SARL, EURL, SCI, among others. Declaration to the beneficial owners register (RBE) has been mandatory since 1 January 2023 through the INPI single window.

Identification is the step that requires the most thought, and it is where most errors arise.

The triggering threshold is more than 25% of the capital or voting rights. An exact 25% holding is not enough: the threshold must be exceeded. The holding may be direct (the partner appears in the capital) or indirect (through a holding company or another interposed company), which means tracing the ownership chain.

The underestimated risk. In multi-partner creation files, a common mistake is to reason only on capital and forget voting rights. Yet the articles of association can split the two (double voting rights, preference shares). A partner who is a minority by capital can thus become a beneficial owner through voting rights, or through an agreement granting de facto control.

Here is a simple grid to decide:

Our view. For a single-shareholder SASU or EURL, identification is immediate: the sole shareholder is the beneficial owner. The difficulty arises with multi-tier structures, in particular when creating a holding company after a buyout, where each ownership tier must be traced to identify the individual genuinely in charge.

Once the owners are identified, collect a precise set of information for each one before logging in to the single window.

For each beneficial owner, the document to complete requires two categories of data: their identity and the way they exercise control.

• Identity: surname and first names, date and place of birth, nationality, home address.
• Control details: percentage of capital held, percentage of voting rights, direct or indirect nature of the holding, and the nature of control where it does not result from a percentage (de facto control, agreement, etc.).

In practice. Prepare these elements alongside the drafting of the articles of association, not afterwards. The percentages declared to the RBE must be consistent with the capital split set out in the articles and with the list of subscribers. An inconsistency between these documents is one of the first things flagged during a check of the formality.

The single window for business formalities, run by INPI, has been the mandatory entry point for all company formalities since 2023.

The beneficial owner declaration is not a standalone step: it is integrated into the company's registration file, within the same online process. You therefore do not need to visit a separate portal. The registration process includes a section dedicated to beneficial owners, to be completed before finalising the filing.

Our company creation support handles this process end to end, from drafting the articles of association to filing the declaration, which avoids back-and-forth with the registry in the event of a missing document.

The data entry repeats the information prepared in step 2, owner by owner.

Enter each person's full identity, then the details of their control. Double-check consistency with the articles of association before submitting: the RBE is not a purely formal step, and false or incomplete information is penalised in the same way as a failure to file.

What the administration looks at. The check focuses first on completeness and consistency: are all owners above 25% declared? Do the percentages match the capital? Is the home address provided? The AML/CFT nature of the system explains this demand for precision: the register serves to identify the real individual behind the company, and any grey area is treated as a signal.

The filing timeline is precise and determines whether the formality is in order.

The rule is to file the beneficial owner declaration at the same time as the registration request. If it could not be attached at that point, you have 15 days from registration to file it with the beneficial owners register through the single window.

Common case. We regularly see registered companies whose beneficial owner declaration was never filed, because the founder assumed the formality was automatically included in registration. It is not always: it is a section to be actively completed. This omission is sometimes detected late, for example when opening a business bank account, the AML-obligated institution then requiring an up-to-date RBE extract.

The initial declaration is not set in stone: it lives with the company.

Any change affecting the beneficial owners must be declared within 30 days: a share transfer altering whether the 25% threshold is crossed, a change of legal representative, a new capital split after an increase, or the arrival or departure of a significant partner. Failing to update exposes you to the same penalties as failing to file the initial declaration.

Points to watch in 2026. Three moments generate the most missed updates: a capital increase that takes a new entrant above the 25% threshold, a share transfer between existing partners that reshuffles the percentages, and a change of manager or president. Systematically add the RBE check to the checklist of every operation on the capital or management.

Failure to file, like the filing of false or incomplete information, is punishable by 6 months' imprisonment and a 7,500 euro fine.

Beyond the criminal penalty, the absence of an up-to-date declaration creates concrete operational friction: blocking the opening of the bank account, delaying the release of capital, raising suspicion during a future sale. This is compliance to handle from day one, not a formality to regularise later.

Regarding access to the register, since the Court of Justice of the European Union ruling of November 2022, public access has been restricted. The register remains accessible to authorities, to professionals subject to AML/CFT obligations (banks, notaries, accountants) and to persons demonstrating a legitimate interest. The beneficial owner is therefore no longer publicly exposed as before, but remains fully identifiable by authorised parties.

The legal form does not change the procedure, but it affects how easily owners are identified.

Whatever the structure, we recommend freezing the ownership map before registration, ideally as part of legal advice on structuring. It is the reference document that secures the articles of association, the beneficial owner declaration and future updates all at once.