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

Company Law (en cours)

In accordance with Article R. 211-2 of the Monetary and Financial Code, when the securities account on which the marketable securities are registered is maintained by the issuer or when these securities are registered by the issuer in a shared electronic recording system, the marketable securities take the form of registered securities .

Must be in registered form : the securities of companies fo …

Principle

In accordance with Article R. 211-2 of the Monetary and Financial Code, when the securities account on which the marketable securities are registered is maintained by the issuer or when these securities are registered by the issuer in a shared electronic recording system, the marketable securities take the form of registered securities .

Must be in registered form : the securities of companies for which the law or the statutes require only the registered form, for all or part of the capital ; shares issued in France and subject to French legislation, of joint stock companies, other than SICAVs , real estate investment companies with variable capital  or professional real estate investment companies with variable capital, which are not admitted to trading on a regulated market or a multilateral trading system. The obligation to be in registered form must be fulfilled within six months from the date of issuance of the shares concerned or from the date on which they ceased to be admitted to the operations of a central depository . In addition, financial instruments not admitted to the operations of a central depository , and cash shares, until fully paid up .

When registered securities are managed by the issuer, they are referred to as “pure registered.” When they are managed by an intermediary mentioned in points 2 to 7 of Article L. 542-1 of the Monetary and Financial Code, they are referred to as “administered registered” (au nominatif administré)  . Regarding the latter, the legislator specifies that an owner of registered financial securities may instruct an intermediary to maintain their securities account opened with an issuer or to manage the entries recorded in the shared electronic recording system  . In this case, the entries recorded on the securities account or in the DEEP also appear in an administration account maintained by the intermediary, and the account holder undertakes to place orders only with the latter  . Furthermore, the owner of the securities signs a mandate with the intermediary in accordance with a model provided by an AMF instruction, which is notified by the intermediary to the issuing company  . When the administration mandate entrusted to this account-keeping intermediary is terminated, the latter informs the issuing company  .

The issuing company maintains an updated list of individuals holding registered financial securities, indicating the address declared by each of them . In accordance with Article R. 228-8 of the Commercial Code, the company also keeps registers of registered securities it issues . These can be established either by the company itself or by a person it authorizes for this purpose. They may be kept chronologically on paper or any other durable medium, including through a shared electronic recording system. Additionally, files may be kept containing, in alphabetical order, the names and addresses of the securities holders, as well as the indication of the number, category, and, if applicable, the numbers of the securities of each holder. The entries in these files cannot serve as evidence against those contained in the registers.

The registers of registered securities must contain information related to the transfer  and conversion of securities, including : the date of the transaction ; the names, first names, and addresses of the former and new holder of the securities, in the case of a transfer ; the names, first names, and addresses of the holder of the securities, in the case of conversion of bearer securities into registered securities; the nominal value and the number of securities transferred or converted (when these securities are shares, the share capital and the number of securities represented by all shares of the same category may be indicated instead of their nominal value); if applicable, if the company has issued shares of different categories and only one register of registered shares is kept, the category and characteristics of the shares transferred or converted; a sequential number assigned to the transaction. In the case of a transfer, the name of the former holder of the securities may be replaced by a sequential number allowing the retrieval of this name in the registers . In accordance with Article 322-51 of the AMF General Regulation, the issuing company also maintains accounting specific to each of the financial securities issued. The accounting distinctly records pure registered financial securities and administered registered financial securities. A general journal served chronologically traces all transactions concerning each of the financial securities issued. A general account, “Issuance in registered financial securities,” opened for each financial security records on its debit all registered financial securities registered with the issuer. Its credit counterpart appears in the individual accounts of holders in pure registered form, on the one hand, in administered registered form, on the other hand, as well as in the various accounts of registered financial securities pending allocation.

Cass. com., 13 January 1998, considering that the shareholders of a company who request the registration of their securities in an account are not required to present them to the company in order to continue exercising the rights attached thereto, as long as the company's shares, registered since its creation, have been originally recorded in an account held by the company in the name of their owners.

RGAMF (general regulation of the AMF), Art. 322-50, para. 1.

Cass. com., 21 April 1977, LawLex202300005952JBJ, specifying that the transfer of registered shares cannot be invoked in the context of the collective proceedings of the issuing company when it has never maintained a transfer register, the only means to make it enforceable against third parties.

Cass. com., 17 December 1991, LawLex202300005936JBJ; 30 June 1992, LawLex202300005935JBJ, on the pledging of a registered security.

Cass. com., 27 May 1981, LawLex202300005937JBJ, specifying that in the presence of successive transfers concerning the same registered shares by the transferor, none of which have been recorded in the company's registers, the first transferee in date must be considered the holder of the securities even if the second has been given a transfer slip signed by the transferor.

Cass. com., 13 December 1967, LawLex202300005958JBJ, considering that one cannot act as the holder of registered shares if they do not prove having obtained, or even requested in the legal form, the transfer of these shares to their benefit; Cass. crim., 10 January 1967, LawLex202300005959JBJ, affirming that the holder of registered shares may attend and vote at general meetings as long as the transfer of their securities has not been formally recorded in the company's registers; Cass. com., 12 November 1962, LawLex202300005960JBJ, specifying that no shareholders' agreement can be opposed, to contest the ownership of registered shares, to one who has regularly registered their transfer to their benefit in the registers of the issuing company.

Pursuant to Art. L. 214-7 of the Monetary and Financial Code, the SICAV (investment company with variable capital) is a public limited company or a simplified joint-stock company whose sole purpose is the management of a portfolio of financial instruments and deposits.

Pursuant to Art. L. 214-62 of the Monetary and Financial Code, the real estate investment company with variable capital is a public limited company or a simplified joint-stock company with variable capital in the form of a simplified joint-stock company, other than a single-member simplified joint-stock company whose statutes expressly prohibit the plurality of partners.

Company Law (en cours)

68. Principle

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68. Principle

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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