Disclosure Requirements – Investment Funds – France
Disclosure Category: 1
According to the Commercial Code and the Monetary and Financial code, Clearstream Banking S.A. (“CBL”) falls under a legal obligation of disclosure in the case of holding French investment funds.
In order to comply with the applicable legislation, customers with holdings in French investment funds or entering into transactions in the French market must consent, and are hereby deemed to consent, to the required legal disclosure. Such consent includes the appointment of the requestor (for example, the Fund Manager, Transfer Agent, Regulator) as their attorney-in-fact, under power of attorney, to collect from CBL the required information to be disclosed. Customers who do not grant such authority cannot hold such investment funds or financial instruments in their accounts with CBL.
Customers are advised that the local laws and regulations oblige CBL to disclose the requested information on CBL customers and ultimate beneficial owners to the party that is entitled by law to receive such information. Upon receipt of the disclosure request, CBL is required to disclose within 10 business days.
If the requestor (for example the investment fund or its agents) knows or believes that it was not provided with the actual beneficial owner of the relevant fund units or shares, the requestor (Article L. 228-3) is entitled to request such person or entity to disclose the identity of the true beneficial owner.
Background and legal basis
If holding French investment fund units or shares, CBL is obliged under the following legislation to disclose the identity and holdings of customers or ultimate beneficial owners.
- The Monetary and Financial Code, Article L. 211-5
- The Commercial Code, Article L. 228-3 and R. 228-5
Failure to comply with the disclosure request within the prescribed deadlines (for example, inaccurate or incomplete information being disclosed), the Investment fund manager may suspend the relevant voting rights and the postponement of dividend payments until the requested information is fully and accurately disclosed.
The fund manager may also bring the claim before a French court to issue a court order for the disclosure of the requested information. Delay in complying with the court order may result in fines. The suspension of the relevant voting rights and dividend payments may be extended by the French court for a period of up to five (5) years should wilful disregard of the obligation to disclose be found.
The information contained in the Disclosure Requirements is based on the legal opinion obtained by CBL that was issued on 9 May 2016. CBL believes the information to be correct as of that date but disclaims any responsibility as to the accuracy and completeness of the information after that date. In the case of discrepancy between the information provided by CBL and the local laws and regulations, the latter shall prevail. The Disclosure Requirements do not constitute legal advice and customers should seek advice from independent professional counsel.
Customers are responsible for ensuring compliance with the disclosure requirements and agree to indemnify and hold harmless, CBL, for any loss, expense, liability, damage or claims, whether direct or indirect, against or incurred by CBL arising out of or resulting from such non-compliance.