The obligation for French companies to file information regarding their beneficial owner with the Companies' Registry is governed by:
the order n°2016-1635 of 1 December 2016 and the law n°2016-1691 of 9 December 2016 (known as the "loi Sapin II"), that are codified in articles L.561-2-1 to L.561-50 of the French Monetary and Financial Code ("MFC"); the decree n°2017-1094 of 12 June 2017 (the "Decree") codified in articles R.561-55 to R.561-63 of the MFC; article L. 123-6 of the MFC. I. Definition of beneficial owner
According to article R.561-1 of the MFC, a "beneficial owner" refers to the natural person(s) who (i) either hold(s), directly or indirectly, more than 25 % of the share capital or voting rights of the company, or (ii) exercise(s), by any means, a power of control over the management, administrative or executive bodies or over the shareholders' meetings of the company.
Entities to which the obligation applies
The requirement to provide and keep information related to the beneficial owners applies to companies, economic interest groups (groupements d'intérêt économique) and other legal entities that must be registered with the Companies' Registry.
In fact, according to articles L.123-1 and L.561-46 of the MFC, companies and legal entities subject to this obligation are :
companies and economic interest groups having their registered office in a French territory and having the legal capacity; commercial companies having their registered office located outside of a French territory and having a branch in one of those territories; and other legal entities that have to be registered according to legislative and regulatory provisions. III. Deadlines to comply with the filing obligation
With regards to the deadlines for filing the information on the beneficial owner(s), a distinction is made between companies registered before and after 1 August 2017.
Deadlines applicable to companies registered after 1 August 2017
For companies registered after 1 August 2017, the article R. 561-55 of the MFC states that the document relating to the beneficial owner's identity must be filed with the Companies' Registry of the Commercial Court (greffe du tribunal de commerce):
when the registration application of the company is filed with the Companies' Registry; or at the latest, within fifteen (15) days as from the receipt of the certificate proving that the company's registration application has been filed. Additionally, any updates in respect of the beneficial...