Swiss investor or foreign family office: does your stake in a French company fall under foreign investment screening?

Who is a foreign investor under the French Monetary and Financial Code?

Article R. 151-1 sets out four categories: any individual of foreign nationality; any French national who is not domiciled in France within the meaning of article 4 B of the French Tax Code; any entity governed by foreign law; and any entity governed by French law controlled by one of the above. All persons and entities in the same chain of control are investors, control being assessed under article L. 233-3 of the French Commercial Code or, failing that, under article L. 430-1, III (decisive influence).

The French Treasury guidelines (version of 29 July 2025) state that a dual national holding French nationality is not a foreign investor unless tax-domiciled outside France; that domicile is assessed at the date of the transaction, a later move abroad not triggering a new review unless it is intended to circumvent the rules; and that entities governed by foreign law include trusts, foundations and investment vehicles, with or without legal personality.

Which transactions trigger screening, and from which threshold?

Article R. 151-2, in its version in force since 17 August 2026, covers acquiring control of an entity governed by French law or of an establishment registered with the French trade and companies register, acquiring all or part of a business line, and crossing, directly or indirectly, alone or in concert, 25% of the voting rights of an entity governed by French law or 10% of a company listed on a regulated market. The two thresholds do not apply to nationals of an EU or EEA State (subject to an administrative assistance agreement with France) domiciled in one of those States, nor to entities whose entire chain of control falls within those States.

Since Switzerland rejected the European Economic Area in the popular vote of 6 December 1992, the guidelines confirm that threshold crossings by a Swiss investor are screened. Since 17 August 2026, the SIX Swiss Exchange is among the markets taken into account for the 10% threshold (article 5-1 of the order of 31 December 2019, introduced by the order of 30 July 2026).

In a family context, article L. 233-10 of the French Commercial Code presumes concert action between companies controlled by the same persons and between the fiduciary and the settlor-beneficiary of a fiducie; an agreement between relatives may also amount to concert action if it organises the acquisition, sale or exercise of voting rights to pursue a common policy. The guidelines list gifts among the possible transactions. Conversely, article R. 151-7 exempts an internal reorganisation from the request where the ultimate investor already controlled the target, subject to exceptions.

Does the target company carry on a sensitive activity?

Screening only applies if the company carries on, even occasionally, an activity listed in article R. 151-3. The list is broad: defence, dual-use goods, cryptology, gambling other than casinos; infrastructure and services essential to energy, water, transport, communications, public health, food security, news media or critical raw materials; research on the critical technologies set by ministerial order, including artificial intelligence, semiconductors and biotechnology. For a mid-sized industrial company, the sensitive activity may lie in a portfolio of contracts or a specific research programme; the analysis is made case by case.

Where in doubt, article R. 151-4 allows the company, or the investor with its consent, to ask the Minister whether the activity is covered; the answer is due within two months. According to the guidelines, this prior review request may be filed as soon as negotiations begin, and the Minister's silence does not amount to an exemption.

How does the authorisation request work, and how long should you allow?

The request is filed by the investor, or by a member of the chain of control on behalf of all (article R. 151-5). The file (article 1 of the order of 31 December 2019) includes the chart of the chain up to the persons who ultimately control it, with percentages of capital and voting rights, the identity of the decision-makers, the financing arrangements and a statement of no conviction over five years. For a family office, this is often the first complete transparency exercise.

The Minister has thirty business days to state whether the transaction is out of scope, authorised without conditions, or subject to a further review, then forty-five business days to decide; in both phases, silence means refusal (article R. 151-6). Crossing 10% in a listed company follows a notification procedure: unless the Minister objects, the exemption arises after ten business days. Authorisation may be subject to conditions, up to the sale of part of the shares (article R. 151-8). It may be refused if those conditions are insufficient, or where there is a serious presumption of offences listed in article R. 151-10, including money laundering and tax fraud; the origin of funds may be checked through international cooperation (article R. 151-17).

Three decisions that shed light on a private investor's position

Litigation is rare. In the databases consulted (Légifrance and ArianeWeb), the firm has found no court decision ruling on a penalty under article L. 151-3-2 or an injunction under article L. 151-3-1.

• Integrity and origin of funds. The Minister may take into account the conduct of the person on whose behalf the investment is made and the origin of the funds; absent any information on that origin despite repeated requests, and given serious doubts about that person's integrity, the deferral of the acquisition of 52% of a French company was lawful (CE, 15 April 1996, no. 160550, Pathé France Holding, published in the Lebon reports).
• A fund's transparency on its subscribers. For a transaction carried out by a fund, the applicant must identify the manager and the persons controlling it, not every subscriber; the authorisation, granted with commitments on the company's continuity, was not vitiated by a manifest error of assessment (CE, 3 April 2020, no. 422580, mentioned in the tables). The guidelines reserve the Minister's right to request the subscribers' identity.
• A regime that must be foreseeable. Following the Court of Justice judgment of 14 March 2000, the Conseil d'État held contrary to the free movement of capital an authorisation regime that did not specify the circumstances in which authorisation was required (CE, 8 December 2000, no. 181533, published in the Lebon reports). The current rules now list the activities concerned precisely, in article R. 151-3.