A Shift Toward Stricter Enforcement
The law addresses two key weaknesses in the former system: first, the lack of adequate consequences for companies that failed to declare or update their beneficial ownership data; and second, the insufficient use of information held by AML-obligated professionals such as lawyers, notaries, accountants, and financial institutions.
Under previous rules, companies that neglected to file accurate information on their beneficial owners risked receiving a court injunction or minor penalties, which were rarely enforced in practice. Now, under the new framework, the failure to declare or correct beneficial ownership information can directly lead to an automatic administrative strike-off from the Registre du commerce et des sociétés (RCS), France’s commercial register.
Who Is Affected?
The obligation to declare beneficial owners applies to all French-registered companies whose securities are not traded on a regulated market, as well as entities such as economic interest groupings (GIEs). These entities must file and maintain up-to-date beneficial ownership information with the RCS, as stipulated in Article L 561-46 of the French Monetary and Financial Code.
Grounds for Automatic Strike-Off
The law establishes three scenarios where the clerk of the Commercial Court may strike a company off the RCS without a judicial decision:
- Failure to declare or update beneficial ownership information. If a company does not comply within three months after receiving a formal notice sent by registered letter, the clerk may initiate strike-off proceedings. In such cases, reinstatement is possible if the company later regularizes its situation and files a formal report, with details to be set by decree.
- Discrepancy reported by an AML-regulated professional or authority. If a professional subject to AML obligations—such as a notary, accountant, or bank—or a regulatory authority identifies a discrepancy between the RCS entry and information discovered during their professional duties, they must notify the clerk. The clerk is then required to issue a formal request for correction. If the company fails to act within three months, it may be struck off. Notably, current law does not provide an express right to reinstatement in these cases.
- Failure to comply with a court injunction. If a company does not comply with a court order to file or update its beneficial ownership data within three months of notification, it may also be struck off. Again, no right to reinstatement is explicitly provided in the statute.
Mandatory Discrepancy Reporting by AML Professionals
The law also imposes new obligations on professionals bound by AML rules, referred to as personnes assujetties under Article L 561-2 of the Monetary and Financial Code. These include lawyers, notaries, accountants, and financial institutions. They are now required to actively verify the beneficial ownership information declared by their clients and compare it against the information they obtain during the course of their work.
If they identify a discrepancy—meaning any mismatch between the official RCS data and their own findings—they must report it to the clerk of the Commercial Court. The clerk will then formally request that the company rectify the discrepancy through the national business formalities portal (guichet unique). If the company does not correct the record within three months, it may be struck off.
While the law does not specify a fixed deadline for reporting discrepancies, once such a mismatch is identified, reporting becomes mandatory under AML rules and the amended Monetary and Financial Code. Failure to report may expose the professional to disciplinary sanctions from their regulatory body and potential legal liability if the discrepancy is connected to money laundering or the concealment of assets.
Implications for Companies and Advisers
This reform represents a substantial tightening of compliance obligations. Companies should immediately review their beneficial ownership declarations, ensure all data is current, and be prepared to respond quickly to any formal notice or request for clarification. Documentation supporting ownership structures should be kept readily available.
For AML-regulated professionals, this law establishes a proactive duty to identify and report inconsistencies. Internal processes should be updated to ensure that discrepancies are detected, documented, and reported without delay. Firms must also be aware that failing to report may result in serious regulatory or legal consequences.
Law No. 2025-532 marks a pivotal moment in France’s anti-money laundering regime. With the introduction of automatic strike-offs and mandatory discrepancy reporting, both companies and professionals face greater accountability. Ensuring the accuracy and timeliness of beneficial ownership information is no longer optional—it is now a legal and operational imperative.
For more information, please contact Stephane Alexandre, Head of Legal: s.alexandre@rosemont.mc