You live in London, New York, Dubai or Singapore, you own a French SAS or SARL through a holding chain, and the company bank asks for a document you have never filed: the declaration of beneficial owners. Or the greffe, the court registry that keeps the trade and companies register, sends a letter giving you three months to regularise. Or a court order tells your company to file under a daily penalty. This is the RBE, the registre des bénéficiaires effectifs, the French register of beneficial owners, and it names the living human beings who ultimately own or control your French company. Since 2017 every French company must declare them, keep the declaration current, and update it within thirty days of any change. Since 28 May 2026 the criminal sanctions have become far heavier, with fines up to 200,000 euros for the legal representative, a fifteen-year management ban, and up to 1,000,000 euros plus dissolution for the company. This guide is written for the foreign founder or group counsel who runs a French company from abroad. It explains who counts as a beneficial owner behind your chain, what the registry receives and checks, what a missing or wrong filing costs from formal demand to criminal court, and the five steps that fix the file this week. Every French acronym is explained along the way.

The stakes are concrete and already visible in court reports. A company that never filed can be struck off the trade register by the registrar or by the court president. An injunction to file cannot be appealed except for excess of power, so answering it with an appeal instead of a filing wastes the decisive weeks. A daily penalty, the astreinte, can only be collected if the injunction was properly served, which is the foreign director shield most often missed. And banks, bound by anti-money-laundering vigilance, freeze onboarding or block accounts where the beneficial owners are undeclared or inconsistent with the papers. The order below follows the life of the file: identify the owners, file through the single portal, survive the sanctions, and stay current.

I. Who counts as a beneficial owner of your French company and what must be filed

A. More than 25 percent, or control by any other means: finding the true owner behind the chain

The beneficial owner is always a living person, never a company. Article R. 561-1 of the Monetary and Financial Code defines the beneficial owner of a company client as la ou les personnes physiques qui soit détiennent, directement ou indirectement, plus de 25 % du capital ou des droits de vote de la société, soit exercent, par tout autre moyen, un pouvoir de contrôle sur la société au sens des 3° et 4° du I de l’article L. 233-3 du code de commerce: the natural person or persons who either hold, directly or indirectly, more than 25 percent of the capital or voting rights, or exercise by any other means a power of control over the company within the meaning of the Commercial Code control provisions. Two tests therefore run in parallel: a capital and votes test above 25 percent, computed through every layer of the chain, and a control test catching the person who decides even without a quarter of the shares, through voting agreements, veto rights, the power to appoint management, or de facto dominance.

Compute the 25 percent through the whole chain, not at the French level alone. If you hold 100 percent of a Luxembourg holding that holds 100 percent of a Dutch vehicle that holds 60 percent of the French SAS, you indirectly hold 60 percent of the French company and you are its beneficial owner. If two unrelated partners each hold 50 percent of the holding, each indirectly holds half of the French subsidiary and both are declared. Where a foreign trust or foundation sits above the company, the analysis passes through the person who controls the trust arrangement. The declaration must therefore describe the full control chain, and the company must first obtain and keep exact, current information on its beneficial owners: article L. 561-45-1 of the Monetary and Financial Code requires companies established in France to obtain and keep that information, and the beneficial owner must supply it within the regulatory deadline. A beneficial owner who refuses to transmit the required information, or who transmits inexact or incomplete information, faces the criminal provision of article L. 574-6 of the same code. A silent partner abroad cannot hide behind distance: the French company must demand the data, and the owner must give it.

Where no natural person meets either the 25 percent or the control test, and the company has no suspicion of money laundering or terrorist financing, the fallback is the legal representative: the managers of partnerships and limited liability companies, the general manager of a public limited company with a board, the president and where applicable the general manager of a SAS, or their foreign-law equivalent where the company is not registered in France. For a typical foreign-owned SAS, that fallback rarely applies, because the foreign founder usually crosses the 25 percent line indirectly. Declare the founder, not only the French-resident manager. Declaring the nominee manager alone while the true owner sits abroad is exactly the inexact declaration the sanctions below punish.

B. What the registry receives, checks and publishes: identity, domicile and control terms filed through the single portal

The declaration goes to the trade and companies register, the RCS, through the single business formalities portal, the Guichet unique des formalités des entreprises operated with the INPI, the national industrial property institute. Article L. 561-46 of the Monetary and Financial Code requires the companies concerned to declare au registre du commerce et des sociétés, par l’intermédiaire de l’organisme mentionné au deuxième alinéa de l’article L. 123-33 du code de commerce, les informations relatives aux bénéficiaires effectifs, to the trade and companies register, through the body mentioned in the Commercial Code single-portal provision. The single-portal principle itself sits in article L. 123-33 of the Commercial Code: one file for creation, modification or cessation declarations. In practice the filing is made online on the formalities portal by the company representative, the mandataire, meaning the person empowered to act for the company such as the director, or by a professional holding a mandate. Paper filings at the counter belong to the past; the portal receipt with its timestamp is the proof of filing.

The content of the declaration is personal and precise. The same article L. 561-46 states that the information covers les éléments d’identification et le domicile personnel de ces bénéficiaires ainsi que sur les modalités du contrôle que ces derniers exercent sur la société ou l’entité: the identification details and the personal domicile of the beneficial owners, plus the terms of the control they exercise over the company. Expect to provide full civil status, date and place of birth, nationality, personal address, the size of the holding in capital and votes, the date the person became a beneficial owner, and the nature of the control, direct holding, indirect chain, or other means. Supporting documents are attached, typically a valid identity document and proof of the chain such as the share register, the registre des mouvements de titres, and the upstream corporate documents with translations where needed. Since 31 July 2024 public access to the register has been restricted to persons showing a legitimate interest, but the authorities, the judiciary, the financial intelligence unit Tracfin, customs and tax agents keep full direct access, so an unfiled or inconsistent declaration remains fully visible to everyone who can hurt you.

The registrar does not rubber-stamp the file. Article L. 561-47 of the Monetary and Financial Code tasks the greffier, the registrar of the commercial court, with verifying that the beneficial-owner information is complete, compliant, consistent with the supporting documents and compatible with the state of the file. A filing that names the local manager but omits the foreign majority owner, or that states percentages contradicting the share register, comes back with a request for correction. And the file is never closed: any change in the beneficial owners, a transfer of shares crossing the threshold, a new shareholder agreement creating control, a change of personal address, must be declared within thirty days through a modification filing on the same portal. A company that filed correctly at incorporation in 2021 and never updated after the 2024 reshuffle is already in breach.

II. What a missing or wrong filing costs, and how to fix it from abroad

A. From formal demand to erasure and criminal court: how sanctions escalate

The administrative track starts with the registrar, not the judge. Where beneficial-owner information was never declared, or is inexact or incomplete, the greffier can order the company to regularise within three months, and failing regularisation within that period, strike the company off the trade register on his own motion. The legal base is article L. 561-47-1 of the Monetary and Financial Code. The registrar informs the public prosecutor of the ex officio striking, which opens the criminal track, and the striking is forwarded to the national business register, the RNE, so the whole administration reads the company as struck off. Bankers, suppliers checking the Kbis extract, the official company identity card issued by the greffe, and public buyers all see the same signal. A struck-off company keeps existing but cannot credibly contract, borrow or sue until it is re-registered.

The judicial track runs in parallel before the court president. Article L. 561-48 of the Monetary and Financial Code provides that the court president, on his own motion or at the request of the prosecutor or any interested person, peut enjoindre, au besoin sous astreinte, à toute société ou entité juridique mentionnée au premier alinéa de l’article L. 561-46 de procéder ou faire procéder soit aux déclarations des informations relatives au bénéficiaire effectif, soit à la rectification de ces informations lorsqu’elles sont inexactes ou incomplètes: may order any concerned company, if needed under a daily penalty, to file or to rectify inexact or incomplete beneficial-owner information. If the company disobeys, the registrar notifies the prosecutor, and the president may strike the company off the register within three months of service of the decision, or appoint a representative, a mandataire, to complete the formalities at the company expense, with access to the statutory auditor files where one exists. The typical order gives one month to file under 100 euros per day of delay, so two months of inertia cost about 3,000 euros before the striking even starts.

Do not answer that order with an appeal. On 17 December 2025 the commercial chamber of the Court of Cassation, appeal number 24-22.646, rejected a company that had appealed an injunction although it claimed to be already compliant at the order date. The Court held: Il résulte de l’article R. 561-62 du code monétaire et financier que la décision par laquelle le président d’un tribunal ordonne à une société de déclarer au registre du commerce et des sociétés ses bénéficiaires effectifs n’est pas susceptible de recours. Il n’est dérogé à cette règle, comme à toute autre règle interdisant ou différant un recours, qu’en cas d’excès de pouvoir. The injunction decision is not open to appeal; the only exception is excess of power. And the Court added the sentence that kills most appeals: Un mal jugé par erreur de droit ou de fait ne constitue pas un excès de pouvoir, a wrong decision through an error of law or fact is not an excess of power. Even assuming the judge wrongly ordered a company that had already filed to file again, that error would not open an appeal. For a director abroad, the practice point is brutal and simple: file first, argue later. The appeal is inadmissible; the filing stops the daily penalty.

The mirror shield protects the company that was never properly told. A daily penalty can only be collected, liquidated, after verifying that the injunction was regularly served. On 18 September 2024 the commercial chamber, appeal number 22-20.771, quashed a daily-penalty collection against a company because the court president had merely relied on the registrar report of non-performance: sans rechercher, comme il lui incombait, si l’ordonnance portant injonction avait été régulièrement notifiée à la société It Outsourcing, le président du tribunal de commerce, qui n’a pas mis la Cour de cassation en mesure d’exercer son contrôle sur la régularité de la décision de liquidation de l’astreinte, n’a pas donné de base légale à sa décision. Without checking, as he had to, whether the injunction had been regularly notified to the company, the court president gave no legal basis to the penalty collection. The third civil chamber repeated the same solution on 3 September 2026 for a property company, appeal number 24-21.200, available at the official record of the 3 September 2026 ruling. The procedural rule applied sits in article R. 561-62: where the registered letter notifying the injunction comes back unclaimed, the registrar must invite service by bailiff, or serve it directly where the court acted on its own motion, and where the addressee is unknown at the stated address, the case is withdrawn from the list. A foreign director whose company moved its registered office, siège social, without updating the register, or whose mail is handled by a domiciliation agent, a domiciliation company providing the address, must therefore check service first: an unserved injunction cannot produce a payable penalty, but it can still produce a striking, so the file must be fixed in parallel.

Banks add a private sanction the statutes do not need to state. Every bank is bound by customer vigilance duties and must obtain and verify beneficial-owner information before entering the relationship and during it. A French company whose declared owners contradict its Kbis, whose foreign owner never supplied identity documents, or which simply never filed, fails onboarding, sees its account opening refused, or has an existing account restricted pending compliance. This is the most common crisis for foreign founders: the capital is deposited, the Kbis is issued, and the operating account stays frozen until the RBE file is clean. Related reading on that exact blockage: the French bank said no to your company account and you live abroad.

The criminal track now bites harder than most founders imagine. Article L. 574-5 of the Monetary and Financial Code provides: Est puni d’une amende de 200 000 euros le fait de ne pas fournir aux personnes mentionnées à l’article L. 561-2, dans le cadre des mesures de vigilance prévues à la section 3 du chapitre Ier du titre VI, ou de ne pas déclarer au registre du commerce et des sociétés les informations relatives aux bénéficiaires effectifs requises en application du premier alinéa de l’article L. 561-46, ou de déclarer des informations inexactes ou incomplètes. Failing to supply the information for vigilance purposes, failing to declare, or declaring inexact or incomplete information draws a 200,000 euro fine. Convicted natural persons also face the management ban of article 131-27 of the Criminal Code and partial loss of civil and civic rights, and a convicted company faces the fine under article 131-38 plus dissolution, judicial supervision up to five years, and bans on activities under article 131-39, with the company fine able to reach 1,000,000 euros. These are the penalties applicable since 28 May 2026. Before that date the regime provided six months imprisonment and 7,500 euros for the legal representative and 37,500 euros for the company, and cases not yet finally judged benefit from the more lenient provisions where applicable. Either way, the era when the RBE was treated as a formality is over.

B. How to fix the file this week while you live abroad

First, map the chain on paper before touching the portal. Draw every layer between each living person and the French company, with percentages of capital and voting rights at each level, plus any shareholders agreement, veto, or appointment right that creates control without capital. Mark everyone above 25 percent directly or indirectly, everyone with another means of control, and the fallback legal representative only if nobody qualifies. Where a foreign trust, foundation or partnership sits in the chain, identify the person who controls it rather than naming the vehicle. This map becomes the exhibit attached to the filing and the document the bank reads, so it must reconcile exactly with the share register and the articles of association. Most rejections come from a map that contradicts the capital table by a few percent.

Second, collect the personal documents of each beneficial owner now. A valid passport or identity card, proof of personal domicile less than three months old, and for indirect holdings the upstream corporate documents proving each link, with sworn translations where the registrar requires them. Ask each owner for a written confirmation of the control terms in their own words, because the declaration states the terms of control and the owner is criminally exposed for inexact information. Where an owner refuses to cooperate, send the formal request for information in writing and keep the proof: the company must show it demanded the data, and the refusing owner answers under article L. 574-6. Do not invent a placeholder owner to unblock the portal; a deliberate inexact declaration feeds the 200,000 euro provision.

Third, file through the single portal with a proper mandate. The filing is made online on the Guichet unique by the company representative or by a professional holding an express mandate, typically the French accountant, the expert-comptable, or a lawyer. The mandate must be written, dated and signed, because the portal acts on behalf of the company and the declaration engages the criminal liability of the representative. Foreign directors sign electronically where accepted or return a scanned mandate with certified signature according to the portal instructions. File the initial declaration or the corrective modification, pay the registry fee, and keep the filing receipt and the filed forms. If the company was incorporated years ago and never filed, file now without waiting for a demand: spontaneous regularisation before any formal demand is always cheaper than regularisation under a three-month striking threat.

Fourth, answer any letter or order within days, not weeks. A registrar letter giving three months to regularise is a countdown to ex officio striking; file the correction and send the proof of filing to the greffe before the deadline, then verify the Kbis and the register entry actually show the update. A court injunction with a daily penalty is worse: file immediately, because the appeal is inadmissible except for excess of power and the penalty runs every day, then check service. If the injunction was served by registered letter that was never claimed, demand proper service by bailiff and contest any penalty collection for lack of regular notification, citing the two Court of Cassation rulings above, while keeping the underlying filing complete so the striking cannot proceed. Never let the company address be unknown: update the registered office first, because an unknown address gets the case withdrawn from the list while the prosecutor is informed, which is not a victory.

Fifth, put the file on a calendar. Every capital movement, every new shareholders agreement, every change of director where the fallback applies, every change of an owner personal address triggers a thirty-day modification filing. Assign the task in writing to the accountant with a clause requiring the company to transmit any group-level change within ten days, so the thirty-day window is never missed from abroad. Before each bank compliance review, each audit, each fundraising or sale, pull a fresh Kbis and the RBE receipt and reconcile them with the current chain. A file that is exact today and stale in eighteen months produces the same striking letter as a file that never existed.

Conclusion

The beneficial-owner register is the document French authorities read first and foreign founders file last, and that order explains most crises. The rule is short: every French company declares the living persons who hold more than 25 percent or control it by any other means, with identity, personal domicile and control terms, through the single portal, and updates the file within thirty days of any change. The price of forgetting runs from a three-month registrar demand to ex officio striking, from a court injunction under daily penalty that cannot be appealed to a penalty collection that requires proper service, from a frozen bank account to 200,000 euros of criminal fine, a fifteen-year management ban and, for the company, up to 1,000,000 euros and dissolution. None of this requires flying to France. It requires one ownership map, one set of personal documents, one mandated filing, one fast answer to any letter or order, and one calendar entry renewed at every change. Do those five things this week, and the register becomes what it should be: a two-page file that no banker, auditor or prosecutor can use against you.

Need a quick opinion on your case

Missing beneficial-owner declaration, registrar letter giving three months, court injunction with a daily penalty, or bank account frozen pending the RBE file? Get a telephone consultation within 48 hours with a lawyer from our firm. First telephone consultation: 80 EUR incl. VAT. Call +33 6 46 60 58 22 or write through our contact page. We assist foreign companies in Paris and across Ile-de-France, in English, from ownership mapping to injunction defence. Related reading: your French company annual legal calendar, from approval of the accounts to filing from abroad.