Beneficial Ownership Register (RBE): Filing Obligations and Penalties in France

Every company registered in France must identify and declare the natural persons who ultimately control it. This obligation, embedded in the French anti-money laundering and counter-terrorist financing framework (LCB-FT), feeds into the beneficial owners register (RBE — Registre des bénéficiaires effectifs), which itself forms part of the National Business Register (RNE) maintained by INPI. Non-compliance is a criminal offence that can derail banking relationships, M&A transactions, and — since the law of 15 June 2025 — lead to the compulsory deregistration of the company.

This article explains who must be declared, when updates are required, what penalties apply, how to identify beneficial owners through multi-layer ownership structures, and what the 2022 CJEU ruling and the 2025 automatic strike-off mechanism mean in day-to-day practice.

A beneficial owner is defined by the French Monetary and Financial Code as any natural person who, directly or indirectly:

• holds more than 25 % of the capital, or
• holds more than 25 % of the voting rights, or
• exercises control by any other means — for instance, the right to appoint or remove the majority of the board.

Three practical rules matter most.

Only natural persons count. If a holding company owns 60 % of a target company, you must trace the chain upward and declare the natural person(s) who control the holding — not the holding itself.

The 25 % threshold applies to indirect ownership. If Mr A holds 30 % of Holding B, which holds 90 % of Company C, Mr A indirectly controls 27 % of Company C (30 % × 90 %). He exceeds the threshold and must be declared in Company C's filing.

The legal representative as fallback. If no natural person exceeds 25 % and no other control criterion is met, the legal representative (managing director, president of an SAS, etc.) must be declared as the beneficial owner of last resort.

Article L574-5 of the Monetary and Financial Code establishes a clear criminal framework. Failure to file, late filing, or filing inaccurate or incomplete information is a criminal offence carrying:

• for the director (natural person): six months' imprisonment and a €7,500 fine, plus possible supplementary penalties such as a management ban or partial loss of civil rights ;
• for the company (legal entity): a €37,500 fine (five times the individual maximum, pursuant to article 131-38 of the Penal Code).

Compulsory deregistration since the law of 15 June 2025. The court registrar (greffe du tribunal de commerce) may now strike a non-compliant company off the companies register (RCS) if it fails to file or regularise its beneficial owners declaration within three months of a formal notice sent by registered letter to the registered office. Deregistration effectively strips the company of legal personality and blocks access to business bank accounts.

A legislative development to monitor. A pending bill on simplification of economic life proposes to remove the imprisonment penalty and significantly raise the financial fine, potentially to €200,000. This text has not yet been enacted. Until the law is published in the Journal officiel, the existing framework in article L574-5 remains fully applicable.

The declaration follows two distinct timelines.

Initial filing must be submitted as part of the company's incorporation application via the INPI single window. It must be prepared as soon as the ownership structure is finalised.

Updates within 30 days are required after any event or act that modifies the declared information. The list of triggering events is broader than most directors realise:

1. Transfer of shares crossing the 25 % threshold upward or downward
2. Capital increase causing dilution that brings a shareholder below the threshold
3. Creation or dissolution of an intermediary holding company
4. Change of legal representative (when the director was declared as the fallback beneficial owner)
5. Modification of voting rights (double voting rights, amended shareholders' agreement)
6. Death of a beneficial owner followed by inheritance
7. Gift of shares to an adult child

In practice, the most common gap we see in acquisition files is a beneficial owners declaration that was filed at incorporation and never updated, despite subsequent capital increases and management changes. Regularisation then becomes urgent and creates friction in the transaction timeline.

Identifying beneficial owners across multi-layer structures requires a systematic approach.

Step 1 — Map the ownership structure. Draw a complete org chart from the target company up to the ultimate natural persons. Document each entity's identity, ownership percentage, and the nature of rights held (capital or voting rights).

Step 2 — Calculate indirect ownership percentages. Multiply participations at each level. Example: Ms B holds 50 % of Holding X, which holds 60 % of Company Y. Ms B's indirect stake in Company Y is 50 % × 60 % = 30 % — above the 25 % threshold.

A three-tier example. The logic extends across additional layers. Suppose Mr C holds 80 % of Holding P, which holds 40 % of Holding Q, which in turn holds 70 % of Company Z. Mr C's indirect stake in Company Z is 80 % × 40 % × 70 % = 22.4 % — below the threshold. He does not qualify as a beneficial owner of Company Z on capital grounds alone. However, if Mr C holds veto rights or the power to appoint the board of Company Z through a shareholders' agreement, the "control by other means" criterion may still apply and must be assessed separately.

Step 3 — Check voting rights separately. Capital ownership and voting rights can diverge due to preference shares, double voting rights (shares held for more than two years in an SA), or statutory provisions. Review the articles of association and any shareholders' agreement.

Step 4 — Check control "by any other means". Even below 25 %, a person may exercise control through the right to appoint or remove the majority of board members. This is a qualitative criterion requiring careful reading of the articles of association.

Step 5 — Document and retain supporting evidence. Keep up-to-date articles of association, share transfer registers, board minutes, and shareholders' agreements. Banks, statutory auditors, and notaries conducting their own AML due diligence will cross-reference these documents against the RBE filing. Any discrepancy is a red flag.

Prior to the Court of Justice of the EU ruling of 22 November 2022, France's beneficial owners register was publicly accessible to anyone without justification. The CJEU ruled this blanket public access disproportionate in light of fundamental rights to privacy and personal data protection.

Since the ruling, access to the RBE is restricted to: competent authorities (judicial authorities, Tracfin, supervisory bodies), entities subject to AML obligations (banks, notaries, chartered accountants acting within their due diligence duties), and individuals who can demonstrate a legitimate interest. The general public no longer has unrestricted access.

In practice, the "legitimate interest" standard is applied narrowly. A journalist investigating a matter of public concern may qualify; a private individual seeking information about a business rival will not. This distinction matters because directors sometimes assume that restricted public access also reduces the risk of regulatory scrutiny — it does not. Tracfin, the supervisory authorities, and AML-obliged professionals retain full access and cross-reference the register as part of their standard procedures.

This restriction does not change the filing obligations of companies — it only modifies who can consult the register.

The automatic strike-off power introduced by the law of 15 June 2025 is the sharpest enforcement tool added to the beneficial ownership framework since the register was created. Understanding exactly how it operates is essential for any director or adviser.

The procedure runs as follows. If the court registry (greffe du tribunal de commerce) identifies a company that has not filed a beneficial owners declaration or that has failed to update an outdated one, it sends a formal notice by registered letter to the company's registered office address. From the date that letter is sent, the company has three months to regularise its situation — either by filing the initial declaration or by correcting the inaccurate or incomplete information.

If the company takes no action within that three-month window, the registrar may proceed to strike it off the RCS. Deregistration has immediate and severe consequences: the company loses its legal personality, cannot enter into new contracts, cannot issue invoices in its name, and will find its business bank accounts frozen or closed — since banks are required to conduct their own AML verification and cannot maintain accounts for entities that no longer have legal status.

Reinstatement after a strike-off is legally complex and time-consuming. The practical lesson is that the formal notice letter should be treated with the same urgency as a tax assessment: immediate escalation to the company's accountant and legal adviser, and regularisation well within the three-month period rather than at the last moment.

One operational point that is sometimes overlooked: the registered letter goes to the registered office address on file. If a company has relocated without updating its RCS address, or if the registered office is a domiciliation provider that is slow to forward correspondence, the director may not receive the notice until late — or at all — while the three-month clock continues to run.

A director sells 40 % of her company to a partner through a newly created holding company. Before the sale, she was declared as a direct beneficial owner. After the sale, the holding company appears as a shareholder in the articles of association. The target company's beneficial owners filing must be updated to reflect that the same natural person now controls the company indirectly through the holding.

In practice, this update is often skipped on the assumption that "it's still the same person." That is incorrect: what matters is the accuracy of the declared chain of control, not just the ultimate conclusion. A technically inaccurate declaration — even where the ultimate beneficial owner is unchanged — remains an incomplete declaration under article L574-5.

A related scenario arises when a company raises a seed funding round and issues new shares to an investment vehicle. If the founder's direct stake falls below 25 % as a result of dilution, but the founder retains a casting vote on key decisions under the shareholders' agreement, the "control by other means" criterion applies. The RBE filing must reflect this — replacing or supplementing the capital-based declaration with a declaration based on qualitative control. Failing to make this distinction is a common error in fast-growing start-ups that close multiple financing rounds in quick succession without systematically reviewing their RBE filing after each one.

Beyond the filing itself, the true compliance standard is the coherence between all documents that trace the company's ownership history: up-to-date articles of association, share transfer registers, board minutes, and the RBE filing at INPI. Any divergence signals a risk — one that will surface during a bank's AML review, an auditor's procedures, or a buyer's due diligence.

Updated as at 26 May 2026. This article is for information purposes only and does not constitute personalised legal or accounting advice. Rules may change, in particular once the pending simplification bill is enacted. For your specific situation, please consult a registered chartered accountant (expert-comptable) or a qualified lawyer.