Understanding UBO Filing in France

The term “ultimate beneficial owner” (UBO) refers to the natural person who ultimately owns or controls a legal entity. Governments require UBO/BOI reporting because it strengthens transparency, curbs money-laundering and terrorist-financing risks, supports compliance with Financial Action Task Force (FATF) standards, and enhances investor, regulatory and public confidence.

This guide aims to help businesses understand the essential rules, documentation, and compliance steps required for UBO filing in France, ensuring full transparency and adherence to French regulations.

What Is an Ultimate Beneficial Owner (UBO)?

A UBO is the natural person who ultimately owns or controls a company, either directly or indirectly. In most cases, this refers to individuals holding at least 10% to 25% of a company’s shares, voting rights, or ownership interests. 

Control can also be exercised through other means, such as significant influence over management or decision-making processes. For example, if three shareholders each own 30% of a company, they all qualify as UBOs. Similarly, if a company is owned by another entity, the individuals controlling that parent company are considered the ultimate beneficial owners. 

Identifying UBOs is essential for maintaining transparency, preventing money laundering, and ensuring compliance with anti-money crime regulations.

UBO Filing Requirements in France

UBO filing in France is mandatory for all legal entities registered with the French Trade and Companies Register (RCS), with the exception of listed companies and certain EU-based entities. This requirement aligns with France’s commitment to the EU’s anti-money laundering rules, specifically the Fourth Anti-Money Laundering Directive.

While this includes most entities, the UBO declaration in France is not universally applicable, and certain exemptions do exist. For example, foundations, associations not registered with the RCS, and endowment funds are not required to identify or report their beneficial owners.

The Clerk of the Commercial Court oversees the accuracy and compliance of UBO declarations. Failure to comply with UBO filing requirements in France can result in significant penalties, including fines and administrative sanctions.

France Beneficial Ownership (BOI) Laws and Regulations

France BOI requirements are grounded in both EU directives and French national law, aligning with international standards set by the FATF. The legal framework is primarily based on:

  • Article L.561-2 of the French Monetary and Financial Code: Defines a “beneficial owner” as the natural person(s) who ultimately control a customer or on whose behalf a transaction or activity is conducted.
  • Article R.561-1: Specifies the criteria for determining beneficial ownership, including thresholds of ownership and control.
  • Article L.561-46: Mandates the declaration of beneficial owners to the RCS.

These provisions were implemented to comply with the EU’s Fourth Anti-Money Laundering Directive, which was transposed into French law in 2017. This legislation established the Register of Beneficial Owners, which is overseen by the Institut National de la Propriété Industrielle (INPI).

The FATF’s Recommendation 24 emphasizes the need for transparency in the ownership and control of legal persons to prevent their misuse for money laundering and terrorist financing. France’s beneficial ownership law aligns with this recommendation by requiring entities to maintain accurate and up-to-date information on their beneficial owners.

Who Must File and Maintain the UBO Register in France?

In France, all legal entities registered with the RCS are required to maintain a France UBO register. This includes business structures like:

  • Private limited companies (SARL)
  • Public limited companies (SA)
  • Simplified joint-stock companies (SAS)
  • Economic interest groupings (EIGs)
  • Foreign companies with a branch in France

The information required at the time of UBO filing in France includes the beneficial owner’s full name, date and place of birth, nationality, home address, and the nature and extent of control exercised over the entity. The Clerk of the Commercial Court oversees the accuracy and compliance of UBO filings.

While the information is recorded in the RCS, public access is restricted. As of July 31, 2024, only individuals and entities with a legitimate interest, such as certain authorities, financial institutions, journalists, and researchers, are permitted to access the data.

Documents and Information Required for UBO Filing in France

When registering a company in France, it’s essential to provide comprehensive information about the UBO to comply with UBO KYC requirements in France. Depending on your registration status with the RCS, the KYC team may request a UBO document, which should include:

  • Reasons for UBO status: Specify the ownership percentage or role as a legal representative.
  • Personal information: Include full name, date and place of birth, nationality, and country of residence.
  • Company details: Provide the company registration number.
  • Ownership structure: If the company is owned by another entity, submit the official registration document of the owning company, such as a Kbis extract.

For companies established after January 2023, an official “Copie intégrale des informations déclarées” is required. For those created between January 2021 and January 2023, a “Déclaration Relative au(x) Bénéficiaire(s) Effectif(s)” (Cerfa 16062*01) is necessary. Companies established before January 2021 must provide a “Document Relatif au Bénéficiaire Effectif” (DBE-S-1).

These documents ensure compliance with UBO filing in France and streamline the verification process.

UBO Filing Deadlines and Timeline in France

Incorporated entities must comply with strict timelines for UBO filing in France. The initial filing of a UBO declaration is required at the time of company registration with the RCS. This ensures that the beneficial ownership information is available from the outset and aligns with France’s transparency and anti-money laundering requirements.

After the initial filing, companies are required to update their UBO information within 30 days of any change, such as a transfer of shares, a change in ownership structure, or a modification in control. This ongoing obligation ensures that the France UBO register remains accurate and up-to-date.

Maintaining timely filings is crucial for compliance, and adhering to the UBO filing deadline in France enables businesses to meet their national legal obligations and ensures smooth interactions with financial institutions and regulatory authorities.

Penalties for Non-Compliance with UBO Laws in France

Non-compliance with UBO filing in France carries serious consequences for both companies and their directors. Key penalties include:

1. Fines and criminal sanctions:

    • Natural persons: up to €7,500 and/or 6 months’ imprisonment.
    • Legal entities: up to €37,500.
    • Additional restrictive measures may be applied to any individual or entity that breaches UBO laws.

    2. Operational restrictions:

      • Denial of registration for a new entity at the local trade and companies’ registry.
      • Court-issued orders requiring the company to provide missing UBO information, upon request from any interested party or the public prosecutor.

      3.Additional severe sanctions:

        • Dissolution of the company.
        • Placement under judicial supervision for up to 5 years.
        • Closure of one or more company establishments, temporarily (up to 5 years) or permanently.
        • Exclusion from public tenders, definitively or for a maximum of 5 years.
        • Prohibition from making public offers over financial securities or from being listed on a stock exchange, temporarily (up to 5 years) or permanently.
        • A prohibition from holding managerial positions for up to 15 years, along with a temporary restriction of the individual’s civil and civic rights.

        These measures emphasize the importance of timely and accurate UBO declarations to ensure compliance and maintain corporate transparency.

        How to File a UBO/BOI Report in France (Step-by-Step)

        Beneficial ownership reporting in France is essential for corporate transparency and compliance with anti-money laundering regulations. Here’s a practical guide to go through the process without hurdles:

        1. Identify Ultimate Beneficial Owners (UBOs): Determine individuals who directly or indirectly own or control 25% or more of the company. This includes assessing shareholding percentages and voting rights.
        2. Collect Required Documents: Gather identification documents such as passports or national IDs, proof of address (e.g., utility bills), and company registration details.
        3. Prepare the UBO Declaration: Complete the UBO declaration form, detailing the UBO’s full name, date and place of birth, nationality, residential address, and the nature and extent of control. For companies owned by other entities, include the official registration document of the parent company, such as a Kbis extract.
        4. Submit the Declaration: File the completed UBO declaration with the RCS via the Infogreffe platform. This can be done online by the company’s legal representative.
        5. Maintain an Updated Register: Keep the UBO information up-to-date. Any changes must be reported within 30 days to ensure compliance with France UBO disclosure requirements.

        By following these steps, companies can ensure compliance with UBO filing in France and maintain accurate corporate ownership records.

        Recent Updates on UBO Regulations in France

        As of July 31, 2024, France has implemented significant changes to its beneficial ownership reporting rules to align with EU directives and enhance data privacy protections. These updates include:

        • Restricted Public Access: Public access to the Register of Beneficial Owners (RBE) is now limited. Only individuals and entities demonstrating a legitimate interest, such as financial institutions, journalists, researchers, and certain public authorities, can access detailed UBO information.
        • Enhanced Verification Requirements: The EU Anti-Money Laundering Regulation (EU 2024/1624), effective from July 10, 2027, introduces stricter verification processes for beneficial ownership data, aiming to harmonize standards across member states.

        These changes reflect France’s commitment to balancing transparency with privacy, while ensuring that UBO information is accessible to those with a legitimate need, while protecting individuals’ personal data.

        UBO Compliance Challenges for Global Businesses

        Companies operating internationally encounter several significant challenges when ensuring ultimate beneficial owner compliance in France. Some common hurdles include:

        • Varying Ownership Thresholds: Different countries have different thresholds for defining a UBO. France uses a 25% ownership/control benchmark, while others may require disclosure at 10% or lower, complicating cross-border reporting.
        • Data Privacy Concerns: Sensitive information like dates of birth, addresses, and nationality must be protected under GDPR and local privacy laws, even while fulfilling disclosure obligations.
        • Diverse Filing Deadlines: Reporting timelines vary across jurisdictions. France requires declarations at registration and updates within 30 days of changes, whereas other countries may have quarterly or annual deadlines.
        • Complex Ownership Structures: Multilayered or cross-border ownership can make identifying the ultimate beneficial owners difficult, requiring detailed documentation and tracking.
        • Administrative Burden: Coordinating filings, updates, and compliance checks across multiple countries can strain internal resources and may require legal or compliance support.

        Given these complexities, many businesses turn to expert services to streamline UBO filings, maintain accurate records, and ensure full regulatory compliance.

        How Commenda Helps with UBO and Beneficial Ownership Compliance

        Commenda is a trusted partner for businesses tackling the complexities of UBO and beneficial ownership compliance across multiple jurisdictions. With deep expertise in international regulations, entity management, and KYC requirements, we ensure companies remain fully compliant with local and EU laws.

        Our services include preparing and submitting UBO/BOI declarations, maintaining up-to-date ownership records, and managing ongoing KYC processes. We simplify cross-border reporting, help track complex ownership structures, and provide guidance on meeting deadlines and regulatory obligations.

        Stay compliant across jurisdictions with Commenda’s UBO solutions. Our team supports your business every step of the way, ensuring accurate filings, reduced administrative burden, and peace of mind.

        Conclusion

        Maintaining UBO transparency is essential for corporate accountability, regulatory compliance, and building trust with partners and authorities. Timely and accurate UBO filing in France helps businesses avoid fines, legal consequences, and operational restrictions. 

        By staying proactive, companies can ensure compliance and maintain smooth operations across borders. Partner with Commenda to simplify your UBO and beneficial ownership obligations. Book a free demo today!

        FAQ

        Q. What is the UBO filing process in France?

        Companies must identify their ultimate beneficial owners, collect required documents, and submit a UBO declaration to the French Trade and Companies Register (RCS) via the Infogreffe platform. The register must be updated within 30 days of any changes.

        Q. Who qualifies as a UBO under France law?

        A UBO is any natural person who directly or indirectly owns or controls at least 25% of a company’s shares, voting rights, or exercises significant influence over the entity.

        Q. What documents are required for a UBO declaration in France?

        Required documents include identification (passport or ID), proof of address, company registration number, reasons for UBO status (ownership percentage or role), and, for parent-owned companies, the official registration document of the owning company (e.g., Kbis extract).

        Q. What is the UBO filing deadline in France?

        UBO declarations must be filed at the time of company registration and updated within 30 days of any changes in ownership or control.

        Q. What happens if a company fails to disclose UBOs in France?

        Non-compliance can lead to fines (€7,500 for individuals, €37,500 for entities), criminal sanctions, operational restrictions, or additional penalties such as dissolution, judicial supervision, or exclusion from public tenders.

        Q. Is the UBO register in France public?

        Access is limited. Only parties with a legitimate interest, including financial institutions, journalists, researchers, and certain authorities, can access detailed UBO information.

        Q. Do trusts and partnerships also need to file UBO details in France?

        Yes, most partnerships and trusts with legal personality registered in France must disclose their UBOs, unless specifically exempted by law.

        Q. How can companies from the USA comply with UBO laws in France?

        US-based businesses with French entities must identify UBOs, prepare required documentation, and submit declarations through the RCS, often with the assistance of local compliance experts like Commenda to ensure accurate and timely filings.