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Ordinance No. 2009-15 Of January 8, 2009 Relating To Financial Instruments

Original Language Title: Ordonnance n° 2009-15 du 8 janvier 2009 relative aux instruments financiers

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Summary

Application of Article 38 of the Constitution, Article 152 of Act No. 2008-776 of 4 August 2008 on modernization of the economy.
Amendment of the monetary and financial code, the trade code, the general tax code, the social security code. Order ratified by Article 138 of Act No. 2009-526 of 12 May 2009.

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STATEMENT , CODE , CODE , CODE , CODE , CODE , CODE , CODE , PRODUCTION , CODE , CODE , PRODUCTION , PRODUCTION , PRODUCTION ,

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JORF n°0007 of 9 January 2009 page 570
text No. 4



Financial Instruments Ordinance No. 2009-15 of 8 January 2009

NOR: ECET0821377R ELI: https://www.legifrance.gouv.fr/eli/ordre/2009/1/8/ECET0821377R/jo/texte
Alias: https://www.legifrance.gouv.fr/eli/ordre/2009/1/8/2009-15/jo/texte


President of the Republic,
On the report of the Prime Minister and the Minister of Economy, Industry and Employment,
Considering the Constitution, including its article 38 ;
Seen the civil code;
Considering the trade code;
Considering the general tax code;
Considering the monetary and financial code;
Considering the social security code;
In light of Act No. 2008-776 of 4 August 2008 on the modernization of the economy, including the g and h of the 1st of its article 152 ;
Considering the opinion of the European Central Bank of 8 December 2008;
Having regard to the advisory committee on financial legislation and regulations dated 13 October 2008;
The State Council (Finance Section) heard;
The Council of Ministers heard,
Order:

  • CHAPTER IER: PROVISIONS MODIFIANT LE CODE MONETAIRE ET FINANCIER Article 1 Learn more about this article...


    Title I of Book II of the Monetary and Financial Code is amended as follows:
    1° Chapter I of title I is replaced by the following:


    “Chapter I



    " Definitions and general rules



    “Section 1



    " Definitions


    "Art.L. 211-1.-I. ― Financial instruments are financial securities and financial contracts.
    “II. – Financial securities are:
    “1. Capital securities issued by equity companies;
    “2. Debt securities, excluding commercial effects and cash vouchers;
    “3. Shares or shares of collective investment organizations.
    "III. ― Financial contracts, also known as "financial instruments" are futures contracts that are listed by decree.


    “Section 2



    “Financial securities



    "Subsection 1



    " Emission conditions


    "Art.L. 211-2.-Financial securities, which include securities within the meaning of second paragraph of Article L. 228-1 of the Commercial Code, may be issued only by the State, a legal entity, a mutual fund of investment, a real estate investment fund or a common securitization fund.


    "Subsection 2



    “Enrolment in account




    “Paragraph 1



    “General provisions


    "Art.L. 211-3.-Financial titles, issued in French territory and subject to French legislation, are registered in an account-titles held either by the issuer or by one of the intermediaries mentioned in 2° to 7° of Article L. 542-1.
    "Art.L. 211-4.-The account shall be opened on behalf of one or more holders, owners of the financial securities registered therein.
    "By derogation, the account may be opened:
    “1. On behalf of a joint investment fund, a real estate investment fund or a joint securitization fund, the designation of the fund that can be validly substituted for that of all co-owners;
    “2. On behalf of a registered intermediary acting on behalf of the owner of the financial securities referred to in the seventh paragraph of Article L. 228-1 of the Commercial Code and under the conditions provided for by the same Code.
    "Art.L. 211-5.-The procedure for identifying the owners of capital securities is set out in Articles L. 228-2 to L. 228-3-4 of the Commercial Code.


    “Paragraph 2



    “Conservation account


    "Art.L. 211-6.-The account shall be held by the issuer when required by law or when the issuer decides. In other cases, the holder of the securities shall be selected by the issuer or by an intermediary referred to in section L. 211-3.
    "A decree in the Council of State specifies the conditions for the application of this article.
    "Art.L. 211-7.-Financial securities admitted to the operations of a central depositary may be recorded in a securities account held by an intermediary referred to in Article L. 211-3, unless otherwise decided by the issuer.
    "Financial securities that are not admitted to the operations of a central depositary must be recorded in a securities account held by the issuer on behalf of the owner of the securities. However, except where the law or the issuer prohibits it, the shares or shares of collective investment bodies may be entered in an account holder held by an intermediary referred to in section L. 211-3.
    "Art.L. 211-8.-The account-conservative content of financial securities may, under the conditions established by the General Regulation of the Autorité des marchés financiers, entrust to a third party all or part of its tasks.


    “Paragraph 3



    “Protection of the account holder


    "Art.L. 211-9.-The conservative account content safeguards the rights of the account holders of the accounts on the financial securities that are registered therein. It can only use these titles on its own account under the conditions set out in 6° of Article L. 533-10.
    "Art.L. 211-10.-In the event of the commencement of a procedure for reorganization or judicial liquidation of an intermediary referred to in Article L. 211-3, the judicial administrator or liquidator, jointly with the provisional administrator or liquidator appointed, if any, by the bank board, shall verify financial title by financial means that all financial securities included in the accounts of a central depositary or another intermediary in the name of the
    "In the event of a lack of the number of such securities, a financial title shall be carried out on a financial basis to a proportional distribution among the account holders concerned; they may transfer to an account held by another intermediary or by the issuer the securities they obtain restitution.
    "For the debt corresponding to the financial securities that, in the absence of sufficient cash from the central depositary or another intermediary, could not have been returned to the account holders, they are exempted from the declaration provided for in the statementArticle L. 622-24 of the Commercial Code.
    "The Commissioner is informed of the results of the audit carried out by the judicial administrator or the liquidator and, where appropriate, the proportional distribution of the financial securities and the transfers made at the request of the account holders.
    "Art.L. 211-11.-No seizure, even as a conservatory, is admitted to the accounts opened to a central depositary.
    "No enforcement action against an intermediary referred to in section L. 211-3 is allowed on the financial titles entered on an account, open to his name in the books of another intermediary mentioned in the same article, when they are not the property of the first intermediary.
    "Art.L. 211-12.- Subject to the provisions of Article L. 211-11, seizures of financial securities shall be governed by the provisions of Act No. 91-650 of 9 July 1991 reform of civil enforcement procedures.


    “Paragraph 4



    “Transitional provisions


    "Art.L. 211-13. -The provisions of this subsection do not relate to obligations issued before November 3, 1984, depreciable by drawing of numbers. They also do not concern perpetual annuities on the State, held in nominal form, issued before that date.
    "Financial securities holders issued prior to the same date may exercise the rights attached to their securities only if they have been registered by the issuer or submitted to an intermediary referred to in section L. 211-3 for registration. Under conditions defined by Order-in-Council, issuers or intermediaries must proceed to the sale of rights relating to unsubstantiated financial securities or whose holders are unknown or have not been reached since the same date of November 3, 1984. The proceeds of the sale shall be recorded until the right holders may return.


    "Subsection 3



    “Transmission



    “Paragraph 1



    “Negotiability


    "Art.L. 211-14.-A with the exception of the shares of civil real estate investment companies referred to in Article L. 214-50 and the shares of forest savings companies referred to in Article L. 214-85, the financial securities are negotiable.
    "Art.L. 211-15.-Financial securities are transferred by bank transfer to account.
    "Art.L. 211-16.-No one may claim for any cause a financial title whose property was acquired in good faith by the account holder in which these securities are registered.


    “Paragraph 2



    « Transfer of ownership


    "Art.L. 211-17.-The transfer of ownership of financial securities results from the registration of these securities to the account of the purchaser.
    "When the financial securities are admitted to the operations of a central depositary or delivered into a system of regulation and delivery of financial instruments referred to in Article L. 330-1, the transfer of ownership results from the registration of the securities to the account of the purchaser, on the date and under the conditions defined by the general regulation of the Autorité des marchés financiers.
    "By derogation from the preceding paragraphs, when the payment and delivery system ensures the delivery of the financial securities by providing for an irrevocable permanent termination, the transfer shall only intervene for the benefit of the purchaser when the purchaser has paid the price. As long as the purchaser has not paid the price, the intermediary who received the financial securities is the owner of the award. The general regulation of the Autorité des marchés financiers specifies the specific terms and conditions of transfer of property applicable in the case provided for in this paragraph.
    "Art.L. 211-18. -In the event of the delivery of financial securities against the settlement of cash, the default of delivery or settlement found at the date and under the conditions set out in the general regulation of the Autorité des marchés financiers or, in the absence of a convention between the parties shall, in full right of any obligation, dismiss the non-defeating party vis-à-vis the deficient party, notwithstanding any contrary legislative provision.
    "When an intermediary referred to in section L. 211-3 delivers the securities or the payment of the price by replacing his or her failed client, he or she acquires full ownership of the financial securities or cash received from the counterparty. The provisions of Book VI of the Commercial Code do not impede the application of this Article. No creditor of the failing client may impose any right on such financial or financial securities.
    "Art.L. 211-19.-For each order of negotiation, assignment or transfer of a financial title entered in an account taken by the issuer and admitted to the operations of a central depositary, or for any other modification affecting the registration in account of that financial title, the intermediary referred to in Article L. 211-3 shall establish a nominative reference slip. This banknote indicates the identification elements of the order donor, the legal nature of his rights and the restrictions on which the financial title can be struck and has a code to determine the operation to which he is linked.
    "The general regulation of the Autorité des marchés financiers (AMF) determines the terms and time limits for the circulation of the nominative reference slip between the intermediary, the depositary and the issuer.


    "Subsection 4



    “Nantissement de compte-titres


    "Art.L. 211-20.-I. ― The naming of an account is carried out, both between the parties and with respect to the issuing legal entity and third parties, by a declaration signed by the account holder. This declaration contains the statements set by decree. The financial titles initially included in the nanti account, those substituted for them or complete them as a guarantee of the initial debt of the neanti creditor, in any way, as well as their fruits and products in any currency, are included in the nanting plate. The financial titles and the amounts in any currency subsequently credited to the nanti account, as a guarantee of the initial debt of the neanti creditor, are subject to the same conditions as those initially listed therein and are considered to have been returned to the original claim date. The Nanti creditor may obtain, on a request for the content of account, a financial instrument account certificate, including an inventory of the financial securities and any currency recorded in the account nanti at the date of issue of that certificate.
    “II. ― The nanti account shall take the form of a special account opened on behalf of the holder and held by an intermediary referred to in Article L. 211-3, a central depositary or, where applicable, the issuer.
    "In the absence of a special account, the financial securities listed in the first paragraph shall be deemed to constitute the account, as well as the amounts in any currency that have been identified for that purpose by a computer process.
    "III. ― Where the securities in the account are registered in an account taken by the issuer and that the issuer is not a person authorized to receive funds from the public within the meaning of section L. 312-2, the fruits and products referred to in the I paid in any currency must be credited to a special account opened on behalf of the account holder in the books of an intermediary referred to in section L. 211-3 This special account is deemed to be an integral part of the Nanti account on the date of signature of the claim. The Nanti creditor may obtain, upon request to the content of the special account, a certificate containing the inventory of the amounts in any currency entered on the credit of that account on the date of issue of that certificate.
    "IV. ― The Nanti creditor defines with the account holder the conditions under which the account holder may dispose of the financial securities and the amounts in any currency contained in the Nanti account. The Nanti creditor assumes a right of retention on financial securities and is in any currency in the Nanti account.
    "V. ― The Nanti creditor with a certain, liquid and payable debt may, for financial, French or foreign securities, negotiated on a regulated market, the shares or shares of collective investment bodies, as well as for the sums in any currency, achieve the pledge, civil or commercial, eight days ― or at the maturity of any other period previously agreed with the account holder ― after the debtor has been issued by registered mail or registered mail. The debtor's standing is also notified to the debtor's grantor when the debtor is not the debtor and the account content when the debtor is not the debtor. The realization of the nantification is carried out in accordance with the terms established by decree.
    "For financial instruments other than those mentioned in the preceding paragraph, the realization of the money is carried out in accordance with provisions of Article L. 521-3 of the Commercial Code.
    "VI. ― The provisions of the V of this Article relating to the realization of the claim shall apply to the holdings of financial securities established prior to 4 July 1996.


    "Subsection 5



    “Special forms of transmission




    “Paragraph 1



    “Adjudication


    "Art.L. 211-21. - Voluntary or forced public tenders of financial securities are made, if these securities are admitted to negotiations on a regulated market, by the investment service providers members of the regulated market where these securities are negotiated and, if not, by an investment service provider or a notary.
    "Even in the case of statutory provisions that are contrary, the provisions of this section apply to auctions for failure to release shares.
    "The provisions of this article shall not apply to the award of public debt securities made on behalf of the State.


    “Paragraph 2



    “Financial securities loan


    "Art.L. 211-22.-The provisions of Article L. 211-24 are applicable to financial securities loans that meet the following conditions:
    “1. The loan covers financial securities;
    “2. The loan covers financial securities that are not liable to be the subject of, during the term of the loan, the detachment of a dividend right or the payment of an interest subject to the deduction to the source provided for in 1° of Article 119 bis or to theArticle 1678 bis of the General Tax Code or entitled to the tax credit referred to in paragraph 1(b) of section 220 of the same code, a depreciation, a lot draw that may lead to reimbursement or an exchange or conversion provided for in the issuance contract;
    “3. The loan is subject to the provisions of articles 1892 to 1904 inclusive of the Civil Code;
    “4. Financial securities are borrowed by a legal person subject to a real taxation regime, by a collective investment organization, or by a non-resident person, corporation or institution with comparable status.
    "The parties may agree to add, in full ownership, cash or financial securities to reflect the evolution of the value of the loaned financial securities.
    "Art.L. 211-23.-The scheme of remuneration allocated for the payment of loans of financial securities shall be determined by the provisions of Article 38 bis 2 of the General Tax Code.
    "Art.L. 211-24.-When the financial securities are lent by a company, they are taken by priority from the securities of the same nature acquired or subscribed on the most recent date.
    "The representative debt of the loaned financial securities is recorded separately in the balance sheet at the original value of these securities.
    "At the expiry of the loan, the returned financial securities are recorded at the same value.
    "The pre-established depreciation provision, if any, on loaned financial securities is not reinstated at the loan. It must appear on a separate line on the balance sheet and remain unchanged until the return of these securities.
    "Art.L. 211-25.-The borrowed financial securities and the representative debt of the obligation to return these securities are recorded separately on the balance sheet of the borrower at the market price on the day of the loan.
    "Art.L. 211-26.-When the borrower sells financial securities, they are paid by priority on the same-kind securities borrowed from the earliest date. Subsequent purchases of similar securities are prioritized to replace borrowed securities.
    "At the end of the fiscal year, the borrowed financial securities that appear on the balance sheet of the borrower and the representative debt of the restitution obligation resulting from the current contracts are recorded at the price that these securities have on the market at that date.
    "At the expiry of the loan, the borrowed financial securities are deemed to be returned to the value for which the representative debt of the restitution obligation appears on the balance sheet.


    “Paragraph 3



    « Pension


    "Art.L. 211-27. -The pension is the transaction by which a legal entity, a mutual fund, a real estate investment fund or a joint securitization fund gives in full ownership to another legal entity, a mutual fund, a real estate investment fund or a joint securitization fund, at an agreed price, financial securities and by which the assignor and the assignee commit themselves, respectively and irrevocably, the second to reclaim the securities
    "Art.L. 211-28. -The pension covers financial securities that are not likely to be the subject of, for the duration of the transaction:
    “1. From the detachment of a dividend right, to the tax credit provided for in section 220, b, of the General Tax Code;
    “2. Payment of an interest subject to deduction to the source provided for in section 119 bis, section 1, or section 1678 bis of the General Tax Code or to a tax credit provided for in section 220, paragraph 1 (b) of the Code.
    "The amortization, the drawing of lots leading to reimbursement, exchange, conversion or exercise of a subscription voucher end the pension operation.
    "Art.L. 211-29.-The pension becomes enforceable to third parties upon delivery, whose terms are fixed by decree, of financial securities.
    "Art.L. 211-30.-At the end fixed for the surrender, the assignor pays the agreed price to the assignee and the assignor transfers the financial securities to the assignor; if the assignor fails to pay the price of the surrender, the securities remain acquired to the assignee and if the assignee fails to return the securities, the amount of the assignment remains acquired to the assignor.
    "Art.L. 211-31.-The remuneration of the assignee, whatever the form, constitutes a receivable income. It is treated on an accounting basis as interests.
    "When the duration of the pension covers the date of payment of the income attached to the financial securities given in a pension, the assignee shall remit the income to the assignor who shall account for them among the same-kind products.
    "Art.L. 211-32. -The pension shall, on the one hand, involve the transferor's maintenance of the balance sheet on the assets of his pensionable financial securities and, on the other hand, the inclusion of the balance sheet liabilities of the amount of his debt to the assignee; these securities and this debt are individualized in a specific section in the accounts of the assignor. In addition, the amount of pensionable financial securities disaggregated by the nature of the assets concerned must be included in the documents annexed to the annual accounts.
    "Art.L. 211-33.-Financial securities received on board are not recorded on the balance sheet of the assignee; the latter records to the assets of his balance sheet the amount of his debt on the assignor.
    "When the assignee cedes financial securities that he himself received in a pension, he notes to the liabilities of his balance sheet the amount of that transfer representative of his financial securities debt which, at the end of the fiscal year, is valued at the market price of those assets. The value discrepancies found are retained for the determination of the taxable result of that fiscal year.
    "When the assignee gives a pension of the financial securities that he himself has received in a pension, he shall include in his balance sheet the amount of his debt in respect of the new assignee.
    "The representative amounts of the receivables and debts referred to in this article are individualized in the accounts of the assignee.
    "Art.L. 211-34.-For the purposes of articles L. 211-27 to L. 211-33, public or private effects are assimilated to financial securities.
    "However, only credit institutions can take or pension private effects.


    “Section 3



    “Financial contracts


    "Art.L. 211-35.-No one shall, in order to avoid obligations arising from financial contracts, avail himself of theArticle 1965 of the Civil Code, even though these transactions would be solved by the payment of a simple difference.


    “Section 4



    “Common Rules Applicable to
    Financial instruments




    “Paragraph 1



    “ Compensation and disposal of receivables


    "Art.L. 211-36.-The provisions of this paragraph shall apply:
    « 1° Financial obligations arising from financial instruments transactions where at least one of the parties to the transaction is a credit institution, an investment service provider, a public institution, a territorial community, an institution, a person or entity beneficiary of the provisions of Article L. 531-2, a compensation board, a non-resident institution having comparable status, an international financial organization or organization of which France or the European Community is a member;
    « 2° The financial obligations resulting from any contract resulting from a cash settlement or delivery of financial instruments where all parties belong to one of the categories of persons referred to in the preceding paragraph, with the exception of persons referred to in paragraphs (c) to (i) of the 2nd of Article L. 531-2;
    « 3° The financial obligations resulting from any contract entered into under a system referred to in Article L. 330-1.
    "Art.L. 211-36-1.-I. ― The conventions relating to financial obligations referred to in I are resiliable, and debts and related claims are compensable. Parties may provide for the establishment of a single balance, whether these financial obligations are governed by one or more framework conventions or conventions.
    “II. ― The terms and conditions for termination, assessment and compensation of the transactions and obligations referred to in I and II are applicable to third parties. These modalities may include provisions by framework conventions or conventions. Any termination, assessment or compensation transaction made as a result of a civil enforcement procedure or the exercise of an opposition right shall be deemed to have occurred prior to the proceedings.
    "III. ― For the purposes of this section, are also financial instruments the option contracts, firm term contracts and any other term contracts on goods or emission authorizations other than those mentioned in the III of Article L. 211-1, provided that they are registered by a recognized compensation board or calls for periodic coverage.
    "Art.L. 211-37.-The assignment of receivables relating to the financial obligations referred to in Article L. 211-36 is subject to third parties due to the notification of the assignment to the debtor. The assignment of contracts relating to the financial obligations referred to in Article L. 211-36 is subject to third parties' written agreement.


    “Paragraph 2



    “Safety of financial obligations


    "Art.L. 211-38.-I. ― As a guarantee of the present or future financial obligations referred to in Article L. 211-36, the parties may provide for remissions in full ownership, subject to third parties without formalities, financial instruments, effects, receivables, contracts or sums of money, or the establishment of security rights on such property or rights, achievable, even where one of the parties is the subject of a procedure provided for in Book VI of the Friendly Trade Code
    "The debts and debts relating to these guarantees and those relating to these obligations are compensable in accordance with Article I L. 211-36-1.
    “II. - When the guarantees mentioned in I are related to the financial obligations referred to in 2° and 3° of Article L. 211-36-1:
    « 1° The establishment of such guarantees and their enforceability are not subject to any formality. They result from the transfer of the property and rights in question, the dispossession of the grantor or their control by the beneficiary or a person acting on his behalf;
    « 2° The identification of the property and rights involved, their transfer, dispossession of the grantor or control by the beneficiary must be certified in writing;
    « 3° The realization of such guarantees is subject to normal market conditions, by compensation, appropriation or sale, without prior notice, in accordance with the assessment procedures provided by the parties as long as the financial obligations covered have become due.
    "III. ― An act that provides for the establishment of the security rights referred to in I may set out the conditions under which the beneficiary of these security rights may use or dispose of the property or rights in question, to be returned to the grantor of equivalent property or rights. The security rights concerned then relate to the equivalent property or rights thus returned as if they had been incorporated from the beginning on these equivalent property or rights. This act may allow the beneficiary to compensate for his or her debt of restitution of property or rights equivalent to the financial obligations under which the security rights were constituted, when they became payable.
    "Equivalent property or rights means:
    « 1° When it comes to species, a sum of the same amount and in the same currency;
    « 2° When it comes to financial instruments, financial instruments having the same issuer or debtor, being part of the same issue or class, having the same nominal value, denominated in the same currency and having the same designation, or other assets, where the parties so provide, in the event of a fact concerning or affecting the financial instruments constituted in safety.
    "When it comes to other property or rights than those mentioned in 1° and 2°, the restitution relates to these same property or rights.
    "IV. ― The terms and conditions for the fulfilment and compensation of the guarantees referred to in I and the obligations referred to in Article L. 211-36 are applicable to third parties. Any realisation or compensation made by reason of a civil enforcement procedure or the exercise of an opposition right is deemed to have taken place prior to this procedure.
    "Art.L. 211-39.-The rights or obligations of the grantor, beneficiary or any third party relating to the guarantees referred to in I of Article L. 211-38 relating to financial securities are determined by the law of the State where the account in which these securities are deposited or constituted as collateral is located.


    “Paragraph 3



    “Common provision


    "Art.L. 211-40. -The provisions of Book VI of the Commercial Code, or those governing all judicial or amiable procedures that are open on the basis of foreign rights, do not impede the application of the provisions of this section.


    “Section 5



    “Foreign financial instruments regime


    "Art.L. 211-41.-Sont assimilated to the financial securities referred to in Article L. 211-1 all equivalent instruments or representative rights of a financial investment in an entity issued on the basis of foreign rights. » ;
    2° Chapter II is amended to read:
    (a) In the title of the chapter, the words: "and securities giving access to capital" are deleted;
    (b) Before section 1, an article L. 212-1 A is inserted as follows:
    "Art.L. 212-1 A.-The capital securities issued by the equity companies include shares and other securities that give or may give access to capital or voting rights. » ;
    (c) The title of section 1 is replaced by the following provisions: "Actions";
    (d) In article L. 212-3, the words "of the third paragraph of article L. 211-4" are replaced by the words "of article L. 211-7";
    (e) The title of section 2 is replaced by the following provisions: "Other securities giving or allowing access to capital or voting rights";
    3° Chapter III is amended to read:
    (a) In the title of the chapter, the word "claims" is replaced by the word "claim";
    (b) Before section 1, an article L. 213-1 A is inserted as follows:
    "Art.L. 213-1 A.-The titles of receivables each represent a right of receivable on the legal person or the common securitization fund that issues them. » ;
    (c) Section L. 213-1 is amended as follows:
    1° After the words: "titles" is added the word "financial";
    2° The words: "for a specified duration" are deleted;
    (d) Section L. 213-2 is replaced by the following provisions:
    "Art.L. 213-2.-The securities of negotiable receivables shall be entered in an account held by an intermediary referred to in Article L. 211-3. » ;
    (e) Section L. 213-21-1 is replaced by the following provisions:
    "Art.L. 213-21-1.-Any owner of financial securities issued by the State that is part of a program that includes both financial securities registered in an account held by an intermediary referred to in Article L. 211-3 and financial securities registered in an account account held by the State has the ability to request the change of the registration mode in account of its securities. » ;
    4° Chapter IV is amended to read:
    (a) In the last paragraph of Article L. 214-4, in Article L. 214-21, in the first paragraph of Article L. 214-41 and in the first paragraph of Article L. 214-41-1, the words "securities" are replaced by the words "financial securities";
    (b) In the penultimate paragraph of Article L. 214-39, the words: "acceptable securities" are replaced by the words: "acceptable financial securities" and the word: "values" is replaced by the word "titles";
    (c) In the first sentence of Article L. 214-40-1, the words "issued securities" are replaced by the words "issued financial securities";
    (d) In the seventh paragraph of Article L. 214-43, the reference: "L. 431-7-3" is replaced by the reference: "L. 211-38";
    (e) At the f of the I of Article L. 214-92, the words: "Financial instruments referred to in 1, 2, 3 and 5 of the I of Article L. 211-1" are replaced by the words: "Financial securities referred to in Article L. 211-1 II and Article L. 211-41".

    Article 2 Learn more about this article...


    Book III of the same code is amended to read:
    1° In 1 of Article L. 321-2, the words "preservation or administration" are replaced by the words "conservation-keeping";
    2° Article L. 330-1 is amended as follows:
    (a) I is replaced by the following:
    "I. ― A system of interbank regulations or regulation and delivery of financial instruments means a national or international procedure that organizes relations between at least two parties, allowing for the usual execution, by compensation or not, of payments as well as, for the systems of regulation and delivery of financial instruments, the delivery of securities between the said participants.
    "The system must either have been established by a public authority or be governed by a framework convention respecting the general principles of a space framework convention or a model convention. The Minister responsible for the economy shall notify the European Commission of the list of systems under this title.
    “II. ― Only members of a system of interbank regulations or a system of regulation and delivery of financial instruments may be of the quality of the participants:
    « 1° Credit institutions and investment companies having their headquarters or, if not a head office, their effective direction in a Member State of the European Community or another State Party to the Agreement on the European Economic Area;
    « 2° Institutions or companies referred to in Article L. 518-1;
    « 3° The members of a compensation room referred to in Article L. 440-2;
    « 4° Central depositaries;
    « 5° Managers of Financial Instrument Settlement and Delivery System;
    « 6° Under the conditions established by the general regulation of the Autorité des marchés financiers, credit institutions and investment companies other than those mentioned in the 1st, as well as other non-resident legal persons with an activity comparable to that of the persons mentioned from 2° to 5°, and subject, in their State of origin, to rules of access to this activity, of exercise and control equivalent to those in force in France.
    "The access of credit institutions and investment companies with their head office or, if not a head office, their effective direction in another Member State of the European Community or another State Party to the Agreement on the European Economic Area is subject to the same non-discriminatory, transparent and objective criteria as those that apply to participants with their head office in France.
    "A system for the regulation and delivery of financial instruments may refuse, for legitimate business reasons, access to a credit institution or an investment company with its head office or, in the absence of a head office, effective direction in another Member State of the European Community or another State Party to the agreement on the European Economic Area.
    "When a procedure for the safeguarding, recovery or judicial liquidation is opened against a participant in a system of interbank regulation or regulation and delivery of financial instruments of the European Economic Area, the rights and obligations arising out of his or her participation or related to that participation in the system are determined by the law that governs the system, provided that this law is that of a State party to the agreement on the European Economic Area. » ;
    (b) II and III, respectively, become III and IV;
    3° In I of Article L. 330-2, the reference: "L. 431-7-3" is replaced by the reference: "L. 211-38";
    4° At 5° of Article L. 353-1, the reference "L. 221-1" is replaced by the reference "L. 211-1".

    Article 3 Learn more about this article...


    Book IV of the same code is amended to read:
    1° In 1°, 2° and 3° of II of Article L. 411-2, in the second paragraph of I and in the first and second paragraphs of II of Article L. 421-14 and in the third paragraph of I of Article L. 424-5, references to I are replaced by references to II;
    2° In sections L. 423-1 and L. 452-1, the words "securities" are replaced by the words "financial securities";
    3° Chapters I and II of Title III are repealed.

    Article 4 Learn more about this article...


    Book V of the same code is amended to read:
    1° Article L. 511-7 is amended as follows:
    (a) The 4 is replaced by the following:
    “4. Issue financial securities; »
    (b) In 6, the words "of Article L. 431-7" are replaced by the words "articles L. 211-36 and L. 211-36-1";
    (c) In 7, the words: "subject to Article L. 432-12" are replaced by the words: "as mentioned in Articles L. 211-27 and L. 211-34";
    2° The third sentence of Article L. 515-13 is replaced by the following provisions:
    "The property credit companies may also make temporary assignments of their securities under the conditions set out in sections L. 211-22 to L. 211-34 and use the decantation of a capital account defined in section L. 211-20. » ;
    3° In Article L. 518-2-1, the reference to I is replaced by the reference to II;
    4° In Article L. 518-17, the words "securities" are replaced by the words "financial securities";
    5° In section L. 518-21, the words "and recorded securities" are replaced by the words "and recorded financial securities" and the words "Recorded securities" are replaced by the words "Recorded financial securities";
    6° In section L. 518-22, the words "recorded securities" are replaced by the words "recorded financial securities";
    7° In the last paragraph of Article L. 518-24, the words: "registered securities" are replaced by the words: "specified financial securities";
    8° In the second paragraph of Article L. 532-18, the reference: "L. 431-7" is replaced by the references: "L. 211-36, L. 211-36-1";
    9° In the second paragraph of Article L. 532-18-1, the reference: "L. 431-7" is replaced by the references: "L. 211-36, L. 211-36-1" and the reference: "L. 432-20" is replaced by the reference: "L. 211-35";
    10° In the first paragraph of Article L. 542-1, the words: "preservation or administration" are replaced by the words: "conservation account-keeping".

    Article 5 Learn more about this article...


    Book VI of the same code is amended to read:
    1° In section L. 613-31, the reference "L. 211-6" is replaced by the reference "L. 211-10";
    2° At 5° of the I of Article L. 621-5-3, the words "in 4 of the I" are replaced by the words "in II".

    Article 6 Learn more about this article...


    Book I of the same code is amended as follows:
    1° In the first paragraph of Article L. 112-1, after the reference: "L. 112-3" is inserted the reference: ", L. 112-3-1";
    2° The 1st of Article L. 112-3 is repealed;
    3° After the article L. 112-3, an article L. 112-3-1 is inserted as follows:
    "Art.L. 112-3-1.- Notwithstanding any contrary legislative provision, the indexing of the debt titles and the financial contracts mentioned respectively in 2 of II and III of Article L. 211-1 is free. »

  • CHAPTER III: PROVISIONS FOR THE GENERAL CODE OF IMPOTS Article 8 Learn more about this article...


    The general tax code is amended to read:
    1° 1 of I and 1 of II of Article 38 bis, the references: "L. 432-6 to L. 432-10" are replaced by the references: "L. 211-22 to L. 211-26";
    2° In 1 of Article 38 bis-0 A, the references: "L. 432-12 to L. 432-19" are replaced by the references: "L. 211-27 to L. 211-34";
    3° Article 38 bis-0 A bis is amended as follows:
    (a) In the first paragraph, the reference: "L. 431-7-3" is replaced by the reference: "L. 211-38";
    (b) The third paragraph (2°) is replaced by the following:
    « 2° The discounts relate to the financial securities referred to in Article L. 211-27 or the effects referred to in Article L. 211-34 of the monetary and financial code and comply with the conditions set out in Article L. 211-28 of the same code; »
    4° The 5th of Article 39 is thus amended:
    (a) In the seventeenth and twenty-second paragraphs, the reference: "L. 432-6" is replaced by the reference: "L. 211-22";
    (b) In the twenty-third paragraph, the references: "L. 432-12 to L. 432-19" are replaced by the references: "L. 211-27 to L. 211-34";
    5° In 8 of section 39 duodecies, the reference: "L. 432-6" is replaced by the reference: "L. 211-22";
    6° Article 125 A IV is amended as follows:
    (a) A is repealed;
    (b) It is supplemented by a sentence as follows: "It is also not required for the debt titles mentioned in the 2 of Article L. 211-1 of the Monetary and Financial Code ; »
    7° At the 1st of the I quinquies of section 125-0 A, the reference to I is replaced by the reference to II;
    8° At the 4th of Article 260 C and at the 1st of Article 261 C, the references: "L. 432-6 to L. 432-11" are replaced by the references: "L. 211-22 to L. 211-26" and the references: "L. 432-12 to L. 432-19" are replaced by the references: "L. 211-2734" to L. 211
    9° In the last paragraph of Article 726, the references: "L. 432-12 to L. 432-19" are replaced by the references: "L. 211-27 to L. 211-34";
    10° In II of Article 754 B, the words: "the provisions of Article L. 211-4" are replaced by the words: "the provisions of Articles L. 211-3 and L. 211-7" and the words: "in the fifth paragraph of Article L. 211-4" are replaced by the words: "in the second paragraph of Article L. 211-13".


Done in Paris, January 8, 2009.


Nicolas Sarkozy


By the President of the Republic:


The Prime Minister,

François Fillon

Minister of Economy,

industry and employment,

Christine Lagarde

The Seal Guard, Minister of Justice,

Rachida Dati


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