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Understanding France’s Stock Market Regulations for Foreign Investors

France’s stock market, centered around Euronext Paris, represents one of Europe’s most significant financial hubs. For foreign investors, understanding the regulatory framework and requirements is crucial for successful market participation. 

Overview of the French Stock Market

Euronext Paris, formerly known as the Paris Bourse, serves as France’s primary securities exchange. As part of the larger Euronext network, it offers investors access to a diverse range of financial instruments, including stocks, bonds, and derivatives.

Key Market Components

Stock Indices

Stock indices play a fundamental role in analyzing and understanding the performance of financial markets. There are two main indices in France :

  • CAC 40 (Cotation Assistée en Continu) : The flagship French stock market index represents the 40 largest companies listed on Euronext Paris, selected from among the top 100 market capitalisations. The main selection criteria are market capitalisation and securities liquidity, offering a barometer of the economic performance of large French companies.
  • SBF 120 (Société des Bourses françaises 120) : This expanded index includes the 40 stocks of the CAC 40 and 80 other companies with large market capitalization and significant liquidity. It provides a more comprehensive representation of the French stock market, including both large and medium-sized companies.

Equity Markets

The stock market in France is structured in several segments to meet the varied needs of companies and investors :

  • Euronext : This segment comprises large market capitalisations, mainly in France. It is the main market where the largest listed companies trade their shares.
  • Euronext Growth : Aimed at small and medium-sized enterprises (SMEs), this segment offers a platform for high-growth companies wishing to access financial markets with tailored regulatory requirements.
  • Euronext Access : Designed for start-ups and SMEs with high potential, this market allows young companies to get their first access to finance while benefiting from simplified and flexible rules to start their stock market journey.

For further information, you can refer to the article « Stock markets and major indexes in France » from the AMF.

Regulatory Framework

The Autorité des Marchés Financiers (AMF) is an independent public authority with a legal personality, responsible for supervising financial markets in France. Its primary mission is to ensure the protection of savings invested in financial instruments, the transparency of investor information, and the smooth functioning of financial markets.

Articles L. 621-1 to L. 621-35 and R. 621-1 to R. 621-46 of the French Monetary and Financial Code, as well as its General Regulation define the key missions of the AMF :

  • Investor Protection : The AMF safeguards invested savings by ensuring that the information provided to investors is clear and transparent.
  • Market Oversight : It regulates the functioning of financial markets, establishes rules to prevent misconduct, and promotes market integrity.
  • Regulation of Market Participants : The AMF defines codes of conduct and legal obligations for authorized professionals in accordance with its General Regulation.

Additionally, the AMF collaborates with European counterparts through the European Securities and Markets Authority (ESMA) and contributes to international regulatory harmonization efforts.

Key AMF Regulations for Foreign Investors

Article L.151-1 of the French Monetary and Financial Code provides that financial relations between France and abroad are free. However, foreign investors wishing to intervene in the financial markets in France must comply with a set of rules set by the Autorité des Marchés Financiers (AMF):

Mandatory registration for institutional investors :  Any foreign institutional investor operating in the French market must comply with a registration procedure with the AMF. This formality ensures the traceability of stakeholders and compliance with market rules.

Disclosure requirement on shareholdings : Foreign investors must report to the AMF any stake reaching or exceeding 5 % of the capital or voting rights of a company listed in France. The rule is designed to prevent undeclared takeovers and protect minority shareholders.

Legal basis : Article L.233-7, VI of French Monetary and Financial Code

Compliance with European MiFID II regulations : Foreign investors must comply with the rules set out by the EU’s Markets in Financial Instruments Directive II (MiFID II). The rules aim to harmonise the regulation of financial markets in Europe, strengthen investor protection and increase the transparency of transactions.

Anti-money laundering (AML) and Know Your Customer (KYC) requirements : Foreign investors are subject to anti-money laundering (AML) and Know Your Customer (KYC) requirements. These requirements are aimed at preventing illegal financial flows and ensuring the integrity of financial markets.

Investment Requirements and Procedures

Foreign investors must fulfil specific requirements to participate in the French stock market :

Account Opening Process

The opening of an account for a foreign investor in France is framed by precise rules defined by the Monetary and Financial Code and supplemented by the decree of 31 July 2015, which details the supporting documents necessary to exercise the right to an account with the Banque de France : 

Selection of an intermediary approved by the AMF : The investor who wishes to make a trade on a financial market must enter into a relationship with an authorised intermediary, such as a French broker or a financial institution registered with the AMF, which will be responsible for the execution of orders on the market. The contractual relationship between the investor and the intermediary is based on a commission or mandate agreement.

Submission of identification documents : The investor must submit compliant identity documents, such as a valid national identity card or passport. These documents are required to meet anti-money laundering (AML) and fraud obligations.

Tax residency certification : A tax residency certification is required to ensure compliance with French and international tax rules, in particular in connection with the automatic exchange of information (European Directive DAC 6 or FATCA/CRS agreements).

Initial capital deposit requirements: Opening an account often requires an initial capital deposit, guaranteeing the investor’s ability to carry out financial transactions and cover any contractual obligations.

For further information, you can refer to the French government website on entrepreneurship.

Trading Rules and Restrictions

Understanding trading parameters is essential for compliance and efficient market participation:

Trading Hours and Procedures

  • Market hours: 9:00 AM to 5:30 PM CET
  • Pre-opening phase: 7:15 AM to 9:00 AM
  • Post-closing phase: 5:30 PM to 5:35 PM

Investment Limits

According to Article 151-1 of the French Monetary and Financial Code, France generally upholds an open market policy, welcoming foreign investments across various industries. 

However, specific restrictions apply in strategic sectors, where national security or critical interests may be at stake. According to Article L.151-3 of French Monetary and Financial Code, Foreign investors planning to acquire a stake in companies operating in these sensitive sectors must obtain prior authorization from the Ministry of the Economy. 

The sectors that fall under this regulation are defined by decree and include :

  • National defense and arms manufacturing
  • Energy supply and distribution
  • Telecommunications and technology critical to national security
  • Water supply, transportation, and public health infrastructure

Tax Implications

Foreign investors should be aware of the tax implications of their investments in France, which are governed by the General Tax Code (CGI) and international tax treaties. The main applicable taxes are capital gains tax and dividend tax.

Capital Gains Tax 

According to Article 150-0 A of General Tax Code, capital gains made by non-resident investors on French shares are subject to a standard rate of 30 %. This rate includes income tax and social security contributions (the PFU – Single Flat Tax).

However, there might be bilateral tax treaties between France and the investor’s country of residence which can offer tax benefits, reducing or exempting capital gains tax.

Dividend Taxation

According to Article 119 of General Tax Code, dividends paid to non-resident investors are subject to a withholding tax of 30 %. This rate is applied by default, but reduced rates can be applied under tax treaties between France and the investor’s home country.

Investors resident in the European Union can benefit from favourable tax conditions under specific provisions for EU residents. These reductions vary according to national legislation and European tax agreements.

Practical Considerations

Successful investment in the French market requires attention to several practical aspects:

  • Currency risk management between EUR and investor’s home currency
  • Understanding of French corporate governance practices
  • Awareness of shareholder rights and responsibilities
  • Regular monitoring of regulatory updates and changes

Conclusion

While France’s stock market offers significant opportunities for foreign investors, success requires careful attention to regulatory requirements, tax implications, and market procedures. Working with qualified financial advisors and maintaining compliance with AMF regulations are essential steps for foreign investors looking to participate in the French market.

For the latest updates and detailed guidance, investors should consult the AMF website and seek professional financial advice to ensure full compliance with current regulations.

Harley Miller Law Firm “HMLF”

Head office: 14th floor, HM Town Building, 412 Nguyen Thi Minh Khai, Ward 05, District 3, Ho Chi Minh City.

Phone number: +84 937215585

Website: hmlf.vn 

Email: miller@hmlf.vn

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