Beneficial-Owner Filing for a French SAS: The Duty and the Rebuilt 2026 Access Regime

The beneficial-owners register: a duty every SAS carries, and an access regime now rebuilt

Every French SAS must declare its ultimate beneficial owners — the natural persons who own or control it — to the registre des bénéficiaires effectifs (RBE), filed through the INPI's guichet unique (C. mon. fin. Art. L 561-46). The obligation reaches every SAS, large or small, trading or dormant, and its point is to look past the legal-entity shareholders on the register to the human beings at the end of the ownership chain. What has changed most is not the duty but the access to it: the Court of Justice of the EU struck down open public access in 2022, and a fast sequence of reforms — culminating in the loi DDADUE of 30 April 2025 and the decree of 24 April 2026 transposing the EU's 2024 anti-money-laundering directive — has rebuilt who may consult the register and on what footing.

This guide covers the obligation in its current state: who counts as a beneficial owner under the 25 % capital-or-control test and the default rule that captures the president, the information that must be declared, the filing and 30-day update duties through the guichet unique, the exact-percentage requirement the courts imposed, the three-tier access regime as rebuilt for 2026, the beneficial owner's own duty to supply information, and the criminal sanctions for missing or false declarations. The objective is a clear path through a duty that is non-negotiable, time-sensitive, and personally exposing for the company's officers.

Who is a beneficial owner of an SAS — the three tests in order

A beneficial owner is the natural person, or persons, who own or control the company, directly or indirectly (C. mon. fin. Art. R 561-1). The Code sets three tests, applied in order:

• The 25 % quantitative test — a natural person who holds, directly or indirectly, more than 25 % of the company's capital or voting rights. Indirect holdings count: a person holding the shares through one or more interposed entities is caught where their look-through stake exceeds the threshold;
• The control test — a natural person who exercises, by any other means, a power of control over the company's management, administration or direction organs, or over its shareholders' meeting. This captures control that does not show up as a 25 % holding — a shareholders' agreement, a governance right, a de-facto control;
• The default rule — only where no natural person can be identified under the two tests above, the beneficial owner is the person who directly or indirectly (through one or more legal entities) occupies the position of legal representative. For an SAS that is its president; where the president is itself a legal person, its own legal representative is declared.

The order matters. The default rule is a fallback, not a shortcut: a company cannot simply declare its president if a 25 % holder or a controller exists — it must first run the quantitative and control tests and declare whoever they identify. In a widely held SAS with no shareholder over 25 % and no other controller, the default catches the president; in a founder-controlled SAS, the founder is declared on the quantitative test; in an investor structure, each fund's ultimate natural-person controller may need to be traced up the chain. Multiple beneficial owners are common, and all of them must be declared — the register captures every natural person who meets a test, not just the largest.

The most litigated point is precision. The declaration must state the nature and modalities of the control and, beyond that, its extent — the exact percentage of capital and voting rights held (C. mon. fin. Art. R 561-56, 2°), a requirement the courts imposed (trib. com. Bobigny, 18 May 2018; CA Lyon, 12 September 2019) and the decree of 12 February 2020 confirmed. A vague « more than 25 % » does not satisfy the obligation; the figure must be exact.

What must be declared, and how it is filed

For each beneficial owner, the declaration states (C. mon. fin. Art. R 561-56): the surname, usage name, pseudonym, first names, date and place of birth, nationality and personal address; the nature and modalities of the control exercised over the company and its extent; and the date on which the natural person became a beneficial owner. The company's own identifying data — name, legal form, registered office, identification number — accompanies it.

The filing runs through the guichet unique, the INPI's single business-formalities portal that has replaced the old registry-by-registry channels. The initial declaration is made with the company's registration — the beneficial-owners information is part of the incorporation formality, not a separate later step. Any change affecting the declared information — a share transfer crossing the 25 % line, a new controller, a change of address, a change of president under the default rule — must be filed through the guichet unique within 30 days of the event. The declaration is signed by the company's legal representative, typically the president, and supported by the documentation needed to establish each beneficial owner's identity and, where ownership is indirect, the corporate chain.

Two practical points. Keeping the register current is a continuing duty, not an incorporation box-tick: a company whose cap table moves — a fundraise, a secondary sale, a reorganisation up the chain — must re-file within the 30-day window each time a declared element changes, and a register left stale is itself a breach. And the beneficial owner has a personal duty in the mechanism: they must supply the company (or a person subject to AML vigilance) with any information requested within 30 working days of the request (C. mon. fin. Arts. L 561-45-2 and R 561-59), the company able to seek a court order in référé where the owner is late, incomplete or inaccurate (L 561-45-2, al. 3). The register only works if the people behind the company cooperate — and the law makes their cooperation a duty.

Who is your SAS's beneficial owner? Work through the tests

Pick the situation closest to your cap table — the check shows who must be declared and how.

Who can now access the register: the rebuilt 2026 regime

Access to the RBE has been rebuilt in stages. Under the 2020 transposition the register was open to « any member of the public », who could freely consult a beneficial owner's name, month and year of birth, country of residence and nationality, and the nature and extent of their interest, through a dedicated site. The Court of Justice of the EU ended that in 2022, holding open public access incompatible with the rights to privacy and personal-data protection (CJEU, 22 November 2022, C-37/20 and C-601/20). France restricted access from 31 July 2024, and the EU's new anti-money-laundering package (published 19 June 2024) reset the framework — transposed by the loi 2025-391 of 30 April 2025 (DDADUE) and the decree 2026-310 of 24 April 2026, in force from 26 April 2026, which carried EU Directive 2024/1640 into French law.

The result is a tiered access regime rather than an open register:

• Authorities and AML actors — full access. Judicial and administrative authorities listed in the Code, and the persons subject to anti-money-laundering vigilance obligations who need the data for their due diligence, keep broad access — a perimeter the reforms have if anything widened toward further authorities (the anti-corruption agency, the European Public Prosecutor's Office, the EU anti-fraud office among those brought in);
• Legitimate-interest access — limited data. Persons who justify a legitimate interest connected to the prevention of money laundering and terrorist financing can obtain a limited set of data — the beneficial owner's name, usage name, pseudonym, first names, month and year of birth, country of residence and nationality, and the nature and extent of the interest held. The category expressly contemplates journalists, academic researchers and civil-society actors engaged in financial transparency;
• The general open public — no longer. The unrestricted public consultation — struck down in 2022 and wound down through the 2024 restrictions — is gone; there is no tier of free, reason-free access to the register for anyone who asks.

For an SAS and its beneficial owners, the practical effect is reassurance with a caveat: the personal data in the register is no longer a matter of open public record, but it remains fully visible to authorities and AML-obligated professionals, and accessible to legitimate-interest requesters on a limited-data basis. The filing duty is unchanged by the access reform — the company still declares in full; what has changed is who, on the other side, can read what.

Who can see your beneficial-ownership data now?

Pick who is asking — the check shows what the 2026 access regime lets them see.

Enforcement: injunctions, and the criminal exposure

The register is enforced from both ends. Where a company does not file, the president of the court can — of its own motion, on the prosecutor's request or on that of any interested person — enjoin the company, under a penalty if needed, to make the beneficial-owner filing (C. mon. fin. Art. R 561-62); the decision is not open to appeal. If the company still does not comply, the clerk notifies the prosecutor, who can bring criminal proceedings, and the president can instead appoint an agent to complete the omitted formalities — an agent who, where the company has an auditor, can demand the information from them (Art. L 561-48).

The criminal exposure is real and personal. Failing to file the beneficial-owner document, or filing one containing inaccurate information, exposes the officer to six months' imprisonment and a €7,500 fine; the individual also faces a prohibition on managing companies and a partial deprivation of civil and civic rights. Legal persons can be prosecuted too, facing principally a €37,500 fine (C. mon. fin. Art. L 574-5). The same penalties reach the failure to supply beneficial-owner information to AML-vigilance persons, or the supply of inaccurate or incomplete information (Arts. L 561-45-1 and L 574-5); and a beneficial owner who fails to transmit the required information to the company — or transmits inaccurate or incomplete information — is separately exposed (Art. L 574-6). A stale or careless register is not a filing-cabinet oversight; it is a criminal-law exposure for the president in person.

Foreign beneficial owners and cross-border chains

The obligation does not soften for foreign ownership. A foreign natural person who exceeds 25 % of a French SAS, or who controls it by other means, is a beneficial owner and is declared with the same data set as a French one — surname and first names, date and place of birth, nationality, personal address abroad, and the nature and extent of control. Where the SAS is held through foreign holding companies or funds, the chain is traced up through the foreign entities to the ultimate natural persons, exactly as for a domestic chain; the corporate documentation establishing the indirect holding forms part of the filing.

Two practical frictions recur for cross-border structures. The identity documentation for foreign beneficial owners — passports, proof of address, corporate extracts from foreign registries, sometimes translated — takes longer to assemble than for a French individual, and the 30-day update clock does not wait for it; anticipating a change in the foreign chain and gathering the documents ahead of the filing avoids a late declaration. And a foreign beneficial owner's own duty to supply information (Art. L 561-45-2) applies regardless of their location: the French company can seek a référé order against a non-cooperative foreign owner, and the owner's non-transmission is itself sanctioned (Art. L 574-6). For inbound investors, the cleanest approach is to map the full look-through chain and gather the beneficial-owner documentation at the point of structuring, so the French filing — initial and on each later change — can be made accurately and on time.

Frequently asked questions about UBO filing for a French SAS

This article is for general information only and states French law as published in the sources available at the date shown above. It does not constitute legal advice. Beneficial-ownership and access rules are evolving quickly under successive EU anti-money-laundering measures; always verify the current framework and seek qualified advice before filing, updating or relying on the register.