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

Company Law (en cours)

Securities issued in French territory and subject to French legislation must be registered in the name of their owner either in a securities account maintained by the issuer or by one of the intermediaries mentioned in points 2 to 7 of Article L. 542-1 of the Monetary and Financial Code , or in a distributed electronic recording system (dispositif d’enregistrement électronique partagé or "DEEP") , …

Registration in securities accounts or in a shared electronic recording system (DEEP)

Securities issued in French territory and subject to French legislation must be registered in the name of their owner either in a securities account maintained by the issuer or by one of the intermediaries mentioned in points 2 to 7 of Article L. 542-1 of the Monetary and Financial Code , or in a distributed electronic recording system (dispositif d’enregistrement électronique partagé or "DEEP") , established by Ordinance No 2017-1674 of 8 December 2017  and Decree No 2018-1226 of 24 December 2018 . The DEEP is designed and implemented to ensure the registration and integrity of entries and to allow, directly or indirectly, identification of the owners of the securities, the nature and the number of securities held . It uses blockchain technology.

The registrations made via  the DEEP, which serve as account registration , are subject to an updated business continuity plan that includes, in particular, an external periodic data retention system . The owner of the securities registered in the DEEP can obtain statements of transactions specific to them .

When the custody account-keeping or the registration of securities in a distributed electronic recording system is the responsibility of the issuer and the latter appoints an agent for this purpose, it must publish in the Bulletin des annonces légales obligatoires the name and address of its agent, as well as the category of financial securities subject to the mandate . Failing this, a seizure of securities may be carried out directly with the company itself .

Cass. 1re civ., 10 October 1995, LawLex202300005761JBJ, specifying that a company may refuse to register the transfer of shares between divorced spouses on its registers until the titles in question have been subject to a regular division; Cass. com., 13 January 1998, LawLex202200005863JBJ, considering that the shareholders of a company who request the registration of their shares in an account are not required to present them, as long as the company's shares, registered since its creation, have been originally entered in an account held by it in the name of their owners; Cass. com., 22 October 2002, LawLex202200009372JBJ, holding that the registration of shares in an account on the company's register constitutes only a presumption of ownership in favor of the account holder, which can be rebutted by proof of the absence of a corresponding transfer order from their holder and payment of a sale price; Cass. com., 29 January 2008, LawLex202200009361JBJ, specifying that the registration of securities in the name of their holder does not serve to inform third parties of imperfections that may affect the rights of the latter, and cannot be accompanied by any mention pursuing such an objective; Cass. com., 4 December 2012, LawLex202200009159JBJ, considering that the action seeking the registration of securities must be declared inadmissible when the request is made more than twenty years after the expiration of the period granted to holders to request it; CA Paris, 22 February 2018, LawLex202200009215JBJ, considering that when a transfer took place before the entry into force of the decree of 11 December 2006, the registration in an account can only be considered as a presumption of ownership of the shares, the proof of which can be provided by other means; CC, 27 January 2012, No 2011-215 QPC, LawLex202200009156JBJ, affirming that Article L. 211-4 of the Monetary and Financial Code, which provides for the sale of securities not presented for registration on a securities account and the suspension of rights attached to unregistered securities, does not disproportionately infringe the right to property guaranteed by the Constitution as it pursues a general interest objective of combating tax fraud and reducing the cost of managing securities.

“Only the following may engage in the activities of custody account-keeping of financial instruments: credit institutions established in France; investment firms established in France; legal entities whose members or partners are indefinitely and jointly liable for debts and commitments, provided that these are credit institutions established in France or investment firms established in France; legal entities established in France whose principal or sole purpose is the custody or administration of financial instruments, as well as those whose exclusive purpose is to administer one or more collective occupational retirement institutions; the Public Treasury; the Bank of France; the Post Office; the issuing institute of the overseas departments; the overseas issuing institute and the Caisse des dépôts et consignations; and, under conditions set by the general regulation of the Financial Markets Authority, credit institutions, investment firms, and legal entities whose principal or sole purpose is the custody or administration of financial instruments that are not established in France.”

CA Versailles, 3 December 2020, LawLex202200011312JBJ.

Commercial Code, Art. L. 228-1, para. 6 and Monetary and Financial Code, Art. L. 211-3.

Order No 2017-1674 of 8 December 2017 on the use of a shared electronic recording system for the representation and transmission of financial securities, OJ of 9 December 2017.

Decree No 2018-1226 of 24 December 2018 on the use of a shared electronic recording system for the representation and transmission of financial securities and for the issuance and transfer of minibons, OJ of 26 December 2018.

Company Law (en cours)

70. Registration in securities accounts or in a shared electronic recording system (DEEP)

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70. Registration in securities accounts or in a shared electronic recording system (DEEP)

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise