French Corporate UBO register
A new legal obligation involving companies was introduced in France effective from 1 August, 2017, which sets up a Beneficial Owner Registry recording the identity of the final beneficial owner of all the non-listed companies in the Trade and Companies Registry.
Provisions of the law:
The obligation is transposed from the European Anti-Money Laundering Directive 2015/849 dated May 20, 2015, Ordinance 2016-1635 of December 1, 2016 which imposed on legal non-listed entities registered in the Trade and Companies Registry, a reporting obligation about their beneficial owner, thus confirming who ultimately controls the legal person.
The implementing Decree N°2017-1094 dated June 12, 2017 outlines the conditions of operation of the beneficial owners registry.
Scope of application:
This new obligation applies to all non-listed companies and other legal entities registered in the Trade and Companies Registry, and that regardless with their legal status (SA, SAS, SARL, SCI, GIE...).
Beneficial owner definition:
Since the decree does not provide the definition of the beneficial owner, we have to refer to the definition provided by Article R 561-1 of the Monetary and Financial Code, as "all individual who holds directly or indirectly more than 25% of the share capital or voting power, or who exercises by any other way a power control on the management, supervisory or executive body of the company or on the general meeting of the shareholders".
The above-mentioned definition may be modified or completed with a future Decree.
In case of change of the beneficial owner, a new document must be submitted within 30 days after that change.
Communication of the document:
The Beneficial Owner Registry is not public.
The decree listed the authorities allowed to consult that document, as: judicial officer, customs officer, tax authorities officer, financial market investigator...
Furthermore, the document can be disclosed to all person justifying a legal interest and allowed by a court decision.
Consequences in case of non-filing :
The non-respect of the obligation may lead to 6 months of imprisonment and a penalty of €7,500, the prohibition from managing and the partial deprivation of the civil and civic rights for the individuals, and to €37,500 for the legal entities.
Companies registered before 1 August 2017 shall have until 1 April 2018 to comply with the provisions of this Decree and to file the document relating to their beneficial owners.
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Rosemont Consulting can assist you in the completion of the formalities which must be done in order to respect this new obligation.
Our work will consist of:
► establishing the document identifying the beneficial owner, based on the documents and information that you will provide to us;
► submitting the document in the Trade and Companies Registry.
If you require assistance in this respect please contact Nicolas Trucco at n.trucco@rosemont.mc