A nominee arrangement in France places a named person on the official record while the principal retains economic interest and, in many structures, operational control. The Registre du commerce et des sociétés (RCS) records the nominee's identity. It does not record the principal's. That gap is the starting point for any cross-border verification.
The angle here is control: who actually directs the company, what the shareholder of record can enforce, and what a third party can establish from official sources alone.
What the RCS showsThe registered shareholder and director by name, with share allocation. Source: Registre du commerce et des sociétés · verified 2026-09-10 What the RCS does not showNominee agreements, undisclosed principals, or any contractual arrangement that sits behind the registered holding. Source: Registre du commerce et des sociétés · verified 2026-09-10 Beneficial ownership layerFrance maintains a Registre des bénéficiaires effectifs (RBE) under Article L. 561-46 of the Code monétaire et financier. Access is restricted following CJEU C-37/20; the conditions for third-party access require verification before relying on this source. Source: Code monétaire et financier, Art. L. 561-46 · verified 2026-09-10 Condition of accessRCS extracts (Kbis) are available through the INPI data portal. A declared legitimate interest is required for certain document categories. No exact tariff is stated here: fees are set by the registrar and published in the official tariff schedule.The RCS is the primary corporate register for France. It records the legal form, registered address, share capital, and the identity of directors and statutory auditors. For a société à responsabilité limitée (SARL) or société par actions simplifiée (SAS), the register also records the list of shareholders (associés) with their respective holdings.
A Kbis extract is the standard certified output. It names the current legal representatives. It does not name the person who instructed them.
The INPI data portal (data.inpi.fr) provides access to RCS filings, including deposited acts and statutes. Statuts déposés may contain shareholder lists at the time of incorporation or capital change. Subsequent transfers are recorded in actes de cession, which must be filed but are not always immediately visible in the public extract.
Source: Registre du commerce et des sociétés / INPI data portal · verified 2026-09-10
In French law, a nominee shareholder holds shares on behalf of a principal under a convention de portage or a fiducie arrangement. The convention de portage is a private contract. It does not require registration. It does not appear in the RCS.
The result: the RCS shows the nominee as the shareholder of record. The principal is invisible at the registry level.
A fiducie, by contrast, requires a written contract and, in certain cases, registration with the tax authority (Direction générale des finances publiques). The fiducie register is not publicly searchable in the same manner as the RCS. Establishing whether a fiducie exists requires access to the contract or to the tax registration, neither of which is available through a standard registry query.
Directors appointed by a nominee shareholder appear on the RCS in their own name. The instruction behind the appointment does not appear anywhere in the public record.
Source: Code civil, Art. 2011–2030 (fiducie); practice on convention de portage · verified 2026-09-10
France implemented the Registre des bénéficiaires effectifs under the 5th Anti-Money Laundering Directive. The RBE requires companies to declare their ultimate beneficial owner — defined as any natural person holding, directly or indirectly, more than 25% of capital or voting rights, or exercising control by other means.
Following the CJEU judgment in Joined Cases C-37/20 and C-601/20 (November 2022), unrestricted public access to UBO registers across EU member states was curtailed. France restricted general public access to the RBE. Access now requires demonstration of a legitimate interest or falls within categories defined by national implementing measures.
[СВЕРИТЬ местным консультантом до публикации] The precise conditions for third-party access to the French RBE, including which categories of requester qualify and what documentation is required, are subject to ongoing regulatory implementation and should be confirmed before relying on this source in a specific transaction.
A declaration in the RBE names the beneficial owner as declared by the company itself. It does not verify the accuracy of that declaration. A nominee principal who does not meet the 25% threshold by formal holding may not appear in the RBE at all, depending on how control is structured.
Source: Code monétaire et financier, Art. L. 561-46; CJEU C-37/20 · verified 2026-09-10
A nominee shareholder holds the legal title to shares. The principal holds a contractual claim against the nominee. These are not the same thing.
The nominee votes at general meetings, receives dividends, and exercises pre-emption rights. The principal's ability to direct those actions depends entirely on the terms of the private agreement between them.
French corporate law does not recognise the principal as a shareholder for the purposes of the Code de commerce. The principal cannot attend a general meeting in their own name, cannot exercise a shareholder derivative action, and cannot directly enforce rights against the company unless the nominee acts on their instruction or the agreement provides a mechanism for substitution.
In a SARL, the transfer of parts sociales requires the approval of the other associés (agrément). A convention de portage that requires the nominee to transfer shares back to the principal on demand may trigger the agrément procedure. If the other associés refuse, the transfer is blocked. The principal's recourse is contractual, not corporate.
In a SAS, the statuts govern transfer conditions. The same structural constraint applies: the principal's rights are mediated through the nominee and through the private agreement.
| Mechanism | Who holds the right | Enforceable by principal directly? |
|---|---|---|
| Voting at general meeting | Nominee (shareholder of record) | No — requires nominee to act |
| Dividend receipt | Nominee | No — contractual claim only |
| Pre-emption on share transfer | Nominee | No — requires nominee to exercise |
| Agrément on transfer back | Nominee (transferor) | No — other associés vote |
| Contractual claim against nominee | Principal | Yes — under the portage agreement |
| Fiducie registration | Fiduciaire | Conditional — depends on contract terms |
Source: Code de commerce, Art. L. 223-14 (SARL agrément); practice on SAS statuts · verified 2026-09-10
A buyer verifying a French company from outside France can establish, from official sources:
A buyer cannot establish from official sources alone:
The gap between the registered record and the actual control structure is the core verification problem in a nominee context. Official sources define the boundary of what is on record. They do not close that gap.
Source: INPI data portal; Bodacc · verified 2026-09-10
The RCS shows who is registered. It does not show who is in control.
The RBE shows who was declared as beneficial owner. It does not verify that declaration, and access to it is restricted following CJEU C-37/20.
A convention de portage is a private contract. It is not filed with any public authority. Its existence cannot be confirmed or excluded from registry sources.
A fiducie requires a written contract and may involve tax registration, but neither source is publicly searchable in a way that allows a third party to confirm the arrangement without access to the contract itself.
The Bodacc records insolvency proceedings once opened. A negative result does not exclude a petition that has been filed but not yet published.
Filed statuts and actes may contain shareholder lists at a specific historical date. They do not reflect transfers that occurred after the last filed act.
The ceiling of what the sources allow is stated before payment. What falls above that ceiling — the private agreements, the undisclosed principals, the control instructions — is not in the record and cannot be placed there by any registry query.
A discrepancy between the RCS shareholder list and the RBE declaration is itself a finding. It does not establish wrongdoing. It establishes that the declared beneficial owner and the registered shareholder are different persons, which requires explanation.
A discrepancy between the filed statuts and the current Kbis — for example, a shareholder named in the statuts who does not appear in the current extract — indicates a transfer that may or may not have been properly filed. The gap between the two sources is the object of further inquiry, not a conclusion.
Where sources disagree, the report records both positions and identifies the document that would resolve the discrepancy, if that document exists and is accessible.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | Kbis extract; current shareholders and directors; registered address and legal form; Bodacc insolvency check; summary of source gaps | RBE access; filed statuts and actes; historical shareholder reconstruction; analysis of nominee indicators |
| Standard | €2,850 | All Signal content; filed statuts and actes modificatifs; historical capital changes; RBE access where conditions are met; identification of discrepancies between sources; structured source gap report | Private agreement review; legal qualification of findings; court record search |
| Extended | €6,300 | All Standard content; full document set from INPI filing history; cross-reference with Bodacc and Journal officiel; analysis of control indicators across the documentary record; written summary of what the sources establish and where the record ends | Legal advice; qualification of findings; representation |
Does a nominee shareholder in France have to be disclosed anywhere? The nominee appears in the RCS as the registered shareholder. The principal does not appear in the RCS. The RBE requires disclosure of the ultimate beneficial owner, but the access conditions for that register are restricted following CJEU C-37/20, and the declaration reflects what the company itself has filed — not an independently verified finding.
Can a convention de portage be found in official sources? No. A convention de portage is a private contract. It is not filed with the RCS, the tax authority, or any other public register. Its existence cannot be confirmed or excluded from official sources alone.
What does the Kbis extract actually show? The Kbis shows the current legal representatives, the registered address, the share capital, and the legal form. For a SARL, it includes the gérant. For a SAS, it includes the président and any other statutory officers. It does not show the full shareholder list; that requires the filed statuts or a separate shareholder list filing.
What is the agrément procedure and why does it matter for a principal? In a SARL, a transfer of parts sociales to a new person requires approval from the other associés. If a convention de portage requires the nominee to return shares to the principal, that return is a transfer subject to agrément. The other associés can refuse. The principal's recourse in that case is contractual against the nominee, not corporate against the company.
What does the Extended tier add over Standard? The Extended tier covers the full INPI filing history — all deposited acts, not only the most recent — and cross-references the Bodacc and Journal officiel for any published notices. It produces a written summary of what the documentary record establishes and where it ends. It does not include legal advice or qualification of findings.
Sources:
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Elena Moretti — Partner, Continental Europe, VLO Law Firm