All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Shares are negotiable only after the company is registered with the trade and companies register. In the event of a capital increase, shares are negotiable from the completion of the increase . They remain negotiable after the dissolution of the company and until the closure of the liquidation . The annulment of the company or of a share issue does not result in the invalidity of negotiations cond …

Transfer from account to account or registration in a shared electronic recording system

Shares are negotiable only after the company is registered with the trade and companies register. In the event of a capital increase, shares are negotiable from the completion of the increase . They remain negotiable after the dissolution of the company and until the closure of the liquidation . The annulment of the company or of a share issue does not result in the invalidity of negotiations conducted prior to the annulment decision, if the securities are regular in form . The purchaser may seek a warranty claim against the seller .

Shares are transferred by account-to-account transfer or by registration in a shared electronic recording system (DEEP - dispositif d'enregistrement électronique partagé) as per Article L. 211-3 of the Monetary and Financial Code . The transfer of ownership results, as with any transfer of financial securities , from the registration of these securities in the securities account of the acquirer or from the registration of these securities for the benefit of the acquirer in a shared electronic recording system mentioned in Article L. 211-3 . The obligation to deliver the transferred shares is fulfilled by signing the transfer orders, which is the sole responsibility of the transferor . In the absence of proof of the signature of a transfer order for the securities, which alone can trigger the account registration resulting in the transfer of ownership, the transfer of shares is not established .

Pursuant to Article L. 228-23 of the Commercial Code, when shares are not admitted to trading on a regulated market, the transfer may be subject to the company's approval by a clause in the statutes. An approval clause can only be stipulated if the securities are registered by law or by the statutes. This clause is waived in the event of succession, liquidation of the matrimonial regime, or transfer to a spouse, ascendant, or descendant. Any transfer made in violation of an approval clause stipulated in the statutes is void. The request for approval, which indicates the name, first name, address of the transferee, the number of capital securities whose transfer is contemplated, and the offered price, must be notified to the company . Approval results either from a notification or from the lack of response within three months from the request . If the company does not approve the proposed transferee, the board of directors, the executive board, or the managers, as the case may be, are required, within three months from the notification of refusal, to have the capital securities acquired either by a shareholder or by a third party, or, with the consent of the transferor, by the company for the purpose of a capital reduction. In the absence of an agreement between the parties, the price of the capital securities is determined under the conditions provided for in Article 1843-4 of the Civil Code. The transferor may at any time renounce the transfer of their securities. Any clause contrary to Article 1843-4 is deemed unwritten . Finally, if, at the expiration of the three-month period, which may be extended by court decision at the company's request, the purchase is not completed, the approval is considered granted .

Commercial Code, Art. L. 228-10, para. 1.

Commercial Code, Art. L. 228-24, para. 2.

Commercial Code, Art. L. 228-24, para. 3.

See operations on securities, in the Common Provisions on Marketable Securities.

Art. L. 211-17 of the Monetary and Financial Code.

Cass. com., 24 May 2011, LawLex202200011403JBJ.

CA Montpellier, 3 October 2019, LawLex202200011307JBJ; Cass. com., 12 February 2008, LawLex202300000303JBJ, holding that a transfer order issued by the transferor to the issuing company does not constitute a security within the meaning of Article 1342-9 of the Civil Code capable of establishing the release of amounts owed by the transferee.

Commercial Code, Art. L. 228-24, para. 1.

Company Law (en cours)

98. Transfer from account to account or registration in a shared electronic recording system

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98. Transfer from account to account or registration in a shared electronic recording system

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