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

Company Law (en cours)

Pursuant to Article L. 211-4 of the Monetary and Financial Code, the securities account is opened or the registration in a distributed electronic recording system is carried out in the name of one or more holders, owners of the financial securities registered therein . It must mention the identification elements of the persons in whose name it was opened and any specificities that affect the exercise of their rights .

The account registration of securities in the company's register constitutes a simple presumption of ownership in favor of the account holder, which can be rebutted by any means of proof  notably by transfer orders , or by evidence of the absence of a corresponding transfer order from the holder and payment of a transfer price . Consequently, a shareholder's ownership right cannot be contested, as long as the registration of the shares in their name on the company's transfer register constitutes a presumption of ownership, which is not effectively challenged by someone claiming to be the holder without ever having requested the payment of dividends .

No one may claim ownership, for any reason whatsoever, a financial security whose ownership has been acquired in good faith by the holder of the securities account in which they are registered or by the person identified by the electronic registration system . Therefore, in the event of a transfer of securities, the associate, who cannot benefit from the presumption of ownership of their securities in the absence of a register of transfers at the time of the transfer, may establish their right to them by proving possession in good faith .

Finally, the transfer of ownership of the transferred securities cannot occur without the regular registration of the securities in the buyer's account on the date set by the parties' agreement and notified to the issuing company .

CMF, Art. L. 211-4 para. 1; Commercial Code, Art. L. 228-1, para. 6.

Cass. com., 27 April 2011, LawLex202200011404JBJ.

Cass. com., 22 October 2002, LawLex202200009372JBJ.

Cass. com., 10 June 1997, LawLex202200011267JBJ.

Cass. com., 5 May 2009, LawLex202200011268JBJ.

CA Versailles, 3 November 2020, LawLex202200011445JBJ.

71. Opening of securities account in the name of one or more owners of the financial instruments