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

Company Law (en cours)

Scientific and technical advances made in recent years have enabled the emergence of new sources of financing, based on shared ledger systems such as blockchain. Known as participatory financing or crowdfunding, these techniques facilitate funding requests through dedicated platforms, bypassing banking constraints. Crowdfunding has experienced exponential growth in recent years. Indeed, between 20 …

Financing and blockchain

Scientific and technical advances made in recent years have enabled the emergence of new sources of financing, based on shared ledger systems such as blockchain. Known as participatory financing or crowdfunding, these techniques facilitate funding requests through dedicated platforms, bypassing banking constraints. Crowdfunding has experienced exponential growth in recent years. Indeed, between 2014 and 2022, the capital raised by crowdfunding platforms increased from EUR 88.4 million to over EUR 2 billion .

Article L. 511-6, 7° of the Monetary and Financial Code provides that the prohibition on credit transactions does not apply to any natural or legal person who grants loans for crowdfunding purposes by using the services of a crowdfunding service provider. In its original version, the text did not allow legal persons to grant loans. This is why the legislator created the minibons regime. “Minibons” (simplified bonds) constituted a category of promissory notes , allowing investors, individuals or legal entities, to grant a loan to a company seeking financing through a crowdfunding platform, benefiting from the status of crowdfunding investment advisor, in exchange for a debt acknowledgment. Only joint stock companies and SARLs whose capital was fully paid up could issue minibons. The ordinance of 22 December 2021 , which adapted crowdfunding to European standards , included legal persons within Article L. 511-6 and simultaneously abolished the minibons regime, which had lost its relevance.

Crowdfunding must be distinguished from another similarly named source of financing, the participatory loan, governed by Articles L. 313-13 to L. 313-20 of the Monetary and Financial Code. Although it has existed since the 1980s , this mode of financing has lost its attractiveness over time due to the emergence of less complex financing techniques. In light of various economic and more recently health crises, the mechanism has experienced renewed interest. The participatory loan refers to an agreement under which an accredited organization agrees to finance a company by accepting to be reimbursed, if the company ever faces insolvency proceedings, only as a last resort, that is, after all other preferred and unsecured creditors of the company. The mechanism is of particular interest to companies that can thereby quickly strengthen their shareholders' equity. The implementation of participatory loans , guaranteed by the State, aimed at financially supporting companies with a specific development project, fits into such an approach.

Alongside these regimes, a practice has emerged in recent years, where start-ups operating in the field of blockchain and the crypto-economy conduct fundraising in cryptocurrencies to bypass often restrictive legal requirements. Recognizing this and to prevent the issues inherent in the lack of a legal framework, the PACTE Law  established a visa for certain types of operations, particularly those involving offering the public the subscription to tokens. Article L. 552-3 of the Monetary and Financial Code defines a token as any intangible asset representing, in digital form, one or more rights that can be issued, recorded, retained, or transferred using a shared electronic recording device that allows the identification, directly or indirectly, of the owner of said asset.

In accordance with Article L. 223-1 of the Monetary and Financial Code, cash vouchers constitute registered and non-negotiable securities involving a merchant's commitment to pay at a determined maturity, issued for a maximum duration of seven years, in exchange for a loan.

Ordinance No 2021-1735 of 22 December 2021 modernizing the framework for crowdfunding.

Regulation No 2020/1503 of 7 October 2020, which modernized and harmonized the legal framework for crowdfunding intermediaries in Europe by establishing the status of crowdfunding service providers (CSP).

Established by Law No 78-741 of 13 July 1978 on the orientation of savings towards the financing of undertakings.

Established by Decree No 2021-318 of 25 March 2021 relating to the State guarantee.

Law No 2019-486 of 22 May 2019 on the growth and transformation of undertakings.

Company Law (en cours)

59. Financing and blockchain

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

59. Financing and blockchain

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise