You created a company in France while living abroad, the business is running, clients pay, the accountant files the returns, and then a letter arrives from the greffe, the clerk’s office of the commercial court, ordering your company to declare its beneficial owners within a short deadline, failing which a daily penalty will apply. Many foreign founders discover the French beneficial ownership register this way, through an injunction, because nobody told them at incorporation that a second declaration was required after the company itself was registered. This article explains who must be declared as the beneficial owner of your French company when you live abroad, including through a foreign parent company, what information must be filed and within what time limit, what the president of the commercial court can do when the filing is missing or wrong, and how to regularise the situation from abroad without travelling to France. The rules described here apply to companies registered in the French Registre du commerce et des sociétés, the Trade and Companies Register, usually called the RCS, and filed through the guichet unique, the single online company formalities portal operated by the INPI, the French National Institute of Industrial Property.
I. Who counts as the beneficial owner of your French company and what France requires you to file
A. Who is the beneficial owner of a French company held from abroad, and how the 25 percent and control tests work through foreign chains
French law starts from a simple principle that surprises many foreign founders: the beneficial owner is always a natural person, never a company. Article L. 561-2-2 of the Code monétaire et financier, the Monetary and Financial Code, provides that “le bénéficiaire effectif est la ou les personnes physiques : 1° Soit qui contrôlent en dernier lieu, directement ou indirectement, le client ; 2° Soit pour laquelle une opération est exécutée ou une activité exercée.” In plain English, the register wants the name of the human being at the end of the chain, the person who ultimately controls the French company, whether directly or through intermediate entities. If your French SAS, the simplified joint-stock company most foreign founders choose, is owned by your American LLC, your British Ltd or your German GmbH, that foreign company is not the beneficial owner. You are, if you control it, and the declaration must look through every layer until it reaches you.
For a company, the implementing decree gives two alternative tests, and meeting either one is enough. Article R. 561-1 of the same Code designates as beneficial owner “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”, meaning any natural person who, directly or indirectly, holds more than 25 percent of the capital or voting rights, or who exercises by any other means a power of control over the company within the meaning of the control provisions of the Commercial Code. The threshold is strictly more than 25 percent, so a founder holding exactly 25 percent through a 50-50 joint venture is not caught by the capital test, though the control test may still catch whoever actually directs the company. Indirect holding is computed by multiplying along the chain: if you own 60 percent of a holding company that owns 50 percent of the French SAS, your indirect stake is 30 percent and you must be declared.
The control test matters enormously for foreign groups because it catches arrangements the capital test misses. A founder who holds only 10 percent of the French company but holds a veto over strategic decisions, appoints the president, or directs the foreign parent that controls the French subsidiary exercises control by another means and must be declared on that ground. Shareholders’ agreements signed abroad, reserved matters, casting votes and de facto management instructions from the foreign head office all belong in this analysis. When you map your own situation, read the shareholders’ agreement alongside the articles of association, because the greffe and, in case of dispute, the court will look at how decisions are really taken, not only at the percentages on the share register.
Where no natural person can be identified through either test, and only where the person subject to anti-money-laundering duties has no suspicion of money laundering or terrorist financing regarding the client, the law designates a fallback: the legal representative. The same Article R. 561-1 provides that in that situation the beneficial owner is the natural person who legally represents the company, and it specifies that this is “d) Le président et, le cas échéant, le directeur général des sociétés par actions simplifiées”, the president and, where one exists, the general manager of an SAS. Foreign founders sometimes declare the SAS president as a matter of convenience even though a 100 percent foreign shareholder exists behind the company. That declaration is wrong: the fallback applies only when no one meets the 25 percent or control tests, which is almost never the case for a founder-owned company. A filing that names only the president while the true foreign controller is omitted exposes the company to a rectification injunction, as Part II explains.
Two companion provisions complete the picture for less common structures. Article R. 561-2 covers collective investment schemes, and Article R. 561-3 covers legal persons that are neither companies nor collective schemes, such as associations, foundations and endowment funds, where it treats as beneficial owners persons holding more than 25 percent of the capital, persons entitled to become such holders, persons with the power to appoint or remove most of the management, and, for associations and foundations, anyone exercising administrative, supervisory or management functions. A foreign nonprofit that creates a French entity should check Article R. 561-3 rather than assuming no declaration is due.
B. What information must be declared, where it is filed, and within what time limit after incorporation or any change
The declaration is not made to the tax authorities and not to a bank. Article L. 561-46 of the Monetary and Financial Code requires the companies concerned to “déclarent 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”, meaning they declare the beneficial ownership information to the Trade and Companies Register through the single body designated by the Commercial Code, which is today the guichet unique operated by the INPI. In practice, your French company files its UBO declaration online on the INPI portal, either together with the incorporation file or afterwards, and the information feeds the RBE, the Registre des bénéficiaires effectifs, the national Beneficial Owners Register attached to the RCS. The declaration covers the identification details and home address of each beneficial owner together with the nature of the control exercised, so the register knows not only who you are but how you control the company.
The content of the filing is fixed by regulation and leaves little room for approximation. Article R. 561-56 lists the information declared for each beneficial owner, including “Les nom, nom d’usage, pseudonyme, prénoms, date et lieu de naissance, nationalité, adresse personnelle de la ou des personnes physiques”, the surname, married name, pseudonym, first names, date and place of birth, nationality and home address of the natural person, plus the nature and extent of the control exercised and the date on which the person became a beneficial owner. A founder living abroad declares a foreign home address without difficulty; the personal address does not need to be in France. What the greffe checks is consistency: the declared chain must explain how the named person controls the company, and the supporting documents, usually the up-to-date articles, the share register or the foreign chain documents with sworn translations where needed, must support the story the form tells.
Timing has two branches. Article R. 561-55 provides that the information is declared to the greffe of the commercial court at the time of the application for registration, and it adds the rule most foreign founders miss: “La société ou l’entité immatriculée demande une inscription modificative dans les trente jours suivant tout fait ou acte rendant nécessaire la rectification ou le complément des informations déclarées.” Every event that makes the declared information wrong or incomplete, a transfer of shares, a capital increase that dilutes a founder below the threshold or lifts a newcomer above it, a new shareholders’ agreement granting control, a change of home address, triggers a 30-day deadline to file an amending declaration. The official guidance on service-public.fr confirms this reading and states plainly that the amending registration must be completed within 30 days of the change. Diaries matter here: founders who reorganise the foreign holding company in Delaware, London or Dubai and forget the French subsidiary now have a ticking 30-day clock they cannot see from abroad.
The filing channel itself changed with the reform of company formalities and deserves a clear explanation, because many foreign founders still look for the old direct filing with the local greffe. Article L. 123-33 of the Commercial Code organises the single file principle: “Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet. Ce dépôt vaut déclaration auprès du destinataire dès lors que le dossier est régulier et complet à l’égard de celui-ci.” The company files one electronic file with the single body, and that filing counts as a declaration to each recipient once the file is complete. Article R. 123-1 of the Commercial Code confirms that the single file includes expressly including the beneficial ownership information required under Article L. 561-46 of the Monetary and Financial Code. Concretely, the UBO declaration travels inside the guichet unique file, and a rejection or an incompleteness notice from the portal should be treated as seriously as a letter from the greffe, because the clock keeps running while the file sits uncorrected. If you are still working through the early steps of setting up a company in France as a foreign founder, from bank account to Kbis and first hire, add the RBE filing to the incorporation checklist rather than treating it as an afterthought for later.
II. What happens when the declaration is missing or wrong, and how to fix it from abroad
A. How the court forces filing: injunction, daily penalty, liquidation of the penalty, strike-off and criminal sanction
The French system does not wait for a tax audit to catch a missing UBO declaration. It gives the president of the commercial court a fast-track power that can be triggered by the public prosecutor, by any person showing an interest, or by the court itself. Article L. 561-48 of the Monetary and Financial Code provides that “Le président du tribunal, d’office ou sur requête du procureur de la République ou de toute personne justifiant y avoir intérêt, 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.” The order can therefore demand an initial declaration or the correction of an inaccurate or incomplete one, and it can attach an astreinte, a daily penalty that accumulates until the company complies. The same article adds the weapon founders fear most: “Il peut procéder à la radiation d’office du registre du commerce et des sociétés de la société ou de l’entité, dans un délai de trois mois à compter de la notification de la décision.” If the company ignores the injunction, the court can order its administrative strike-off from the RCS within three months of notification of the decision, and it informs the keeper of the national enterprise register and the public prosecutor. Strike-off does not wind the company up on its own, but a struck-off company loses its enforceable existence against third parties, banks freeze its accounts, and every Kbis extract tells the story, which is usually fatal to ongoing business.
A general provision of the Commercial Code reinforces the same mechanism for all RCS filings. Article L. 123-5-1 provides that the president of the court, ruling in summary proceedings, “peut enjoindre sous astreinte au dirigeant de toute personne morale de procéder au dépôt des pièces et actes au registre du commerce et des sociétés auquel celle-ci est tenue par des dispositions législatives ou réglementaires”, and may appoint an agent to carry out the formalities. A founder living abroad should understand that distance is no shield: the order is addressed to the company and enforceable against it in France, whether or not the director ever sets foot in the country.
The Cour de cassation, the supreme court for civil and commercial matters, confirmed in 2024 that this fast-track procedure is compatible with the right of access to a court, while insisting on strict respect for notification rules. In a case brought by a Paris-area SAS, the court recalled the facts in these terms: “la société It Outsourcing a, à la requête du procureur de la République, été condamnée, sous astreinte, à procéder à la déclaration de ses bénéficiaires effectifs en application de l’article L. 561-46 du code monétaire et financier.” The company argued that the procedure, conducted without full adversarial debate and with limited appeal routes, violated the right to a fair trial. In its judgment of 18 September 2024, pourvoi No. 22-20.771, the Commercial Chamber held that “Selon l’article L.561-48 du code monétaire et financier, le président du tribunal, d’office ou sur requête du procureur de la République ou de toute personne justifiant y avoir intérêt, peut enjoindre, au besoin sous astreinte, à toute société ou entité juridique mentionnée au premier alinéa de l’article L. 561-46 du même code 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”, and it concluded that the restrictions on access to a judge, justified by the needs of the proper administration of justice, were proportionate to the legitimate aim of combating money laundering and terrorist financing. The injunction mechanism itself therefore stands.
But the same judgment quashed the liquidation of the daily penalty, and the reason matters enormously for founders living abroad. The company had been ordered to pay 3,000 euros to the Treasury after the clerk recorded non-compliance, yet the court found that the president had merely relied on the clerk’s report without checking whether the injunction order had actually been served on the company. The Cour de cassation recalled the service rule and held that by failing to verify proper notification, the president had not given his decision a legal basis, and the Court concluded in its operative part: “CASSE ET ANNULE, en toutes ses dispositions, l’ordonnance rendue le 28 juin 2022, entre les parties, par le président du tribunal de commerce de Nanterre” The lesson is double-edged. A liquidation pronounced without proof of service will be annulled, but a company that was properly served and simply ignored the letter has no such defence. Founders abroad who let mail pile up at the French siège social, the registered office, are the classic victims: the registered letter returns unclaimed, the clerk moves to formal service, and the penalty accumulates while the founder knows nothing.
The procedural details confirm how quickly the situation can escalate once the machine starts. Article R. 561-62 provides that the order sets the compliance deadline and, where applicable, the rate of the daily penalty, and that “Le greffier notifie l’ordonnance à la société ou à l’entité juridique et, le cas échéant, au requérant, par lettre recommandée avec demande d’avis de réception”, with specific fallback rules where the letter comes back unclaimed or with the addressee unknown. Article R. 561-63 then provides that where the injunction is not performed in time, the clerk records non-performance, the president rules on the measures including liquidation of the penalty, and “Le montant de l’astreinte est recouvré comme en matière de créances étrangères à l’impôt et versé au budget général de l’Etat”, meaning the penalty is recovered like a non-tax state claim and paid into the state budget, with appeal available under defined conditions. A recent illustration from the commercial court of Troyes shows the other ending: after an injunction order of 11 February 2025 against a property company, the president recorded in his order of 18 May 2026 that “Nous constatons qu’il a été satisfait à cette ordonnance dans le délai imparti” and ordered the case removed from the docket. Complying within the deadline ends the procedure; ignoring it feeds it.
Finally, deliberate falsehood carries a criminal sanction that goes beyond the daily penalty. Article L. 123-5 of the Commercial Code punishes “Le fait de donner, de mauvaise foi, des indications inexactes ou incomplètes en vue d’une immatriculation, d’une radiation ou d’une mention complémentaire ou rectificative au registre du commerce et des sociétés”, declaring that it “est puni d’une amende de 4500 euros et d’un emprisonnement de six mois”, a fine of 4,500 euros and six months’ imprisonment, with the possibility for the court to deprive the person of voting and eligibility rights for commercial court and labour court elections for up to five years. The offence requires bad faith, so an honest mistake corrected within 30 days is a different universe from a knowingly false declaration, but the provision explains why inventing a convenient nominee or hiding the foreign controller is never a strategy. The register is also consulted by banks, notaries and counterparties performing their own due diligence, so a false or missing declaration tends to surface at the worst moment, during a fundraising, a loan application or a sale of the company.
B. How to regularise from abroad: audit the chain, rebuild the filing on the guichet unique, and secure your mail and calendar
The first step is a look-through audit of who really controls the French company, performed on paper before anything is filed. List every layer between the French company and each natural person: the foreign parent, any intermediate holdings, trusts or similar arrangements, and the agreements that allocate voting rights and appointment powers. For each natural person, compute the indirect capital and voting percentages and ask separately whether the person exercises control by any other means, through a shareholders’ agreement, a veto, the power to appoint the president of the SAS, or instructions habitually followed by management. Keep the foreign chain documents, the share registers, the agreements and, where the documents are not in French, sworn translations, because the greffe can ask for supporting evidence and a file that contradicts its own exhibits invites a rectification injunction. Where the analysis shows that the existing declaration names the wrong person, typically the SAS president alone where a foreign founder holds the capital, or omits a co-founder above 25 percent, prepare a full corrected declaration rather than a minimal patch.
The second step is the filing itself, which is done online and does not require travel. Log into the guichet unique portal, open the company file using its SIREN number, the unique business identifier issued at registration, and file either the initial declaration if none was ever made or an inscription modificative correcting or completing the information. Attach the exhibits the portal requests, verify that the declared control description matches the articles and agreements, and keep the filing receipt with its timestamp, because that receipt proves the date of regularisation if the prosecutor or the court later asks when compliance occurred. Where the portal rejects the file or flags an irregularity, correct and refile immediately: as explained above, the 30-day clock and any court deadline run independently of portal difficulties, and screenshots of error messages are evidence of diligence, not a substitute for a completed filing. Founders who incorporated through a formation agent should confirm in writing who was responsible for the RBE filing, because agents sometimes register the company and leave the beneficial ownership form for the client without saying so, which is how the injunction letter becomes the first warning.
The third step is defensive and administrative, and it matters as much as the filing for founders who do not live at the French address. Designate someone who opens the mail at the siège social every week, whether a domiciliation company authorised to receive mail, the accountant, or counsel, and give that person written instructions to forward any registered letter from the greffe or the court the same day with a scan. Check the company’s entry on the national data platform and keep a copy of the current Kbis, the official extract that proves the company’s registered situation, so that any unexpected mention, a court order, a strike-off warning, is spotted early. Calendar two recurring deadlines: the 30-day amendment deadline after every capital or control change decided abroad, and an annual consistency check in which the declaration is compared with the current shareholding and agreements before the yearly accounts process absorbs everyone’s attention. Companies that already run such a calendar for approving accounts, holding the meeting and filing from abroad can add the RBE check to the same routine.
Where an injunction has already been served, the order of operations changes and speed becomes the priority. Read the order immediately to identify the compliance deadline and the daily penalty rate, file the complete and correct declaration before the deadline expires, and keep proof of both filing and service dates. If the deadline cannot be met because documents must be fetched from abroad, file what is complete and accurate without delay and complete the file as fast as possible, while preserving evidence of every step, because the Troyes example shows that compliance within the deadline closes the case, whereas unexplained delay leads to liquidation of the penalty. If a liquidation decision has already been pronounced, have the regularity of notification checked at once: the 2024 Cour de cassation judgment demonstrates that a liquidation ordered without verified service lacks a legal basis, and the remedies against the liquidation decision, appeal or cassation depending on the amount under Articles R. 561-62 and R. 561-63, have their own short time limits that run from notification. Never let a court letter sit because it is in French or because you plan to deal with it on your next trip to Paris: appoint counsel to acknowledge receipt, diary the deadline and file, because silence is the one response the procedure punishes most reliably.
Conclusion
A French company owned from abroad has a beneficial owner, and that owner is a living person whose name, personal details and control must sit on the national register, filed through the guichet unique at incorporation and updated within 30 days of every change. The president of the commercial court can order the declaration or its correction under a daily penalty, liquidate that penalty into a state claim, and, after three months, strike the company off the register, while deliberate falsehood exposes the author to a criminal fine and imprisonment. The 2024 Cour de cassation ruling on the It Outsourcing case confirms the injunction mechanism and at the same time requires strict proof that the order was properly served, which is why founders living abroad lose most often on mail handling rather than on the law itself. Audit the control chain through every foreign layer, file a complete and consistent declaration online, secure the registered office mail, and calendar the 30-day updates alongside the rest of the company’s legal routine. Done early, the RBE declaration is a fifteen-minute formality; discovered through an injunction, it becomes a court procedure with a price tag, and the difference between the two is rarely more than a letter someone opened in time.