The transparency register in the 4th AML directive in France

The current legal basis of the French Transparency Register is Ordinance no. 2016-1635 dated 1 December 2016, which was itself authorised by a parent Act no. 2016-731 dated 3 June 2016. Additional measures have been implemented by decree 2017-1094 dated 12 June 2017.

Ordinance no. 2020-115 and decrees no. 2020-118 and no. 2020-119 dated 12 February 2020 have implemented the Directive.

Only upon request.

There is no obligation of the UBO(s) to proactively provide the legal entity with any information in this respect.

UBOs only have to provide information upon request from the legal entity.

Yes.

Legal entities should endeavour to come up with accurate information, in accordance with a "best efforts" standard.

In the case of unidentified UBO(s), it should be noted that:

  • The legal representative of the legal entity must be designated as the UBO. If said legal representative is itself a legal entity, its own legal representative (an individual) is deemed to be the UBO, etc. until an individual can be identified
  • If a legal entity has several legal representatives (individuals) all of them must be filed as the UBO
  • As regards foreign companies, the UBO is deemed to be the individual who is the equivalent of the legal representative under foreign law

The legal entity.

5. Are there exemptions to the filing obligation?

Yes, for listed companies and state-owned industrial and commercial establishments (EPIC).

6. What is the due date for the initial filing? Is there an obligation to update the filing?

Companies incorporated as from 1 August 2017 must comply upon incorporation; com­pa­nies incorporated before that date must comply from 1 April 2018.

Any change regarding the UBO must be filed within 30 days of the occurrence of such change. If the company or legal entity concerned is a collective investment scheme, this period is 180 working days.

7. What are the sanctions in case of a breach of the transparency obligation?

Six months’ imprisonment and a fine amounting to EUR 7,500 as well as specific ancillary sanctions such as a ban on managing a company.

Ordinance no. 2020-115 provides that a beneficial owner who fails to provide the company or the legal entity with the required information within the prescribed time limits or provides inaccurate or incomplete information shall be punished by the same penalties cited above.

8. Is the Transparency Register established as a separate register or part of an existing one?

The central register for beneficial ownership information is attached to the already existing trade and companies register (R.C.S.). 

Filing formalities can be carried out electronically as long as the filing form bears an electronic signature.

Access to information on beneficial owners is now open to the public, with access being free of charge.

9. Notable amendments (including through the Directive)

The scope of reporting entities is expressly extended to collective investment schemes, associations, foundations, endowment funds, perpetuity funds, collective interest groups established in France as well as trustees.

Possibility for the company to refer the matter to the president of the court ruling in summary proceedings in order to obtain an order, if necessary subject to a penalty payment, for transmission by the UBO of information relating to the register of beneficial owners.