Declaring who owns the company

A company with 10,000 shares and capital of €100,000 must name its shareholders in its tax return. Not all of them: only those holding at least 10 % of the capital directly. A holder at 9.8 % does not appear, one at 10.2 % appears with full identity details, and that boundary is the only thing the schedule asks you to test.

The only schedule that speaks of people

The whole of the return deals in amounts: assets, expenses, provisions, results. One schedule is the exception and declares people, with their name, their address and their identification number. It is the one giving the composition of share capital, and that particular nature explains its own rules.

The obligation is set out in article 38 II of annex III to the general tax code. It is not triggered by size: a company with two shareholders completes it exactly as one with forty. Nor does it fall on companies alone: under the standard regime the sole trader files the same pack.

The schedule opens with counters before any names at all: the number of corporate shareholders, the number of individual shareholders, and the matching numbers of shares. Those counters are completed first, because they set the frame that the blocks below them must respect.

Filling them in afterwards, by copying what the blocks contain, deprives the sheet of its internal check. The counters exist to be compared against the detail, not to be derived from it: setting them down first is how you notice that a shareholder is missing.

The ten per cent threshold, and what it leaves out

Only holders of at least a tenth of the capital are named. The rest of the capital is not ignored for all that: it reappears in the share counters, which must add up to the whole of the shares issued, including those of holders who stayed below the threshold.

The test is applied at the year end, on the position as it stands on that date. A sale during the year is not recounted in the schedule: only the final position matters, and the history of movements belongs in the register of share transfers.

A corporate shareholder is declared with its identification number where it is established in France. A foreign company is named with its full address and no French number. Leaving the box empty with nothing else makes the person unidentifiable and empties the schedule of its purpose.

Split ownership between a usufruct and a bare interest deserves a clear agreement on file. The schedule reasons on ownership of capital, and a poorly documented split leads to the same shares being declared twice, once for the usufructuary and once for the bare owner.

• Counters: number of corporate shareholders and of individual shareholders
• Counters: number of shares held by each of those two categories
• Blocks: identity, address, percentage and number of shares, above the threshold
• Outside the blocks: holders below the threshold, present only in the counters

Why the administration asks for these names

The schedule feeds consistency checks between companies of the same group. A holding declared on one side must reappear on the other, in the return of the company owned, and any lack of symmetry is a signal that matching systems pick up with no human intervention.

It also serves to test regimes that depend on how the capital is held. The reduced rate reserved for small companies, the parent-subsidiary regime and tax consolidation all assume a capital structure the administration must be able to verify without asking for further documents.

For the company itself the sheet has a practical virtue. Completed carefully each year, it maintains a snapshot of the capital that nobody else keeps up to date in small structures, and that becomes valuable when an investor arrives or the business changes hands.

It is often while completing it that a company discovers its register of share transfers has not kept up with recent sales. Far better to find that out at the year end, with time to put it right, than on the day a buyer asks for the full chain of transfers since incorporation.