Key Benefits:
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 ;
Having regard to Directive 2004 / 109 / EC of the European Parliament and of the Council of 15 December 2004 on the harmonization of transparency obligations with respect to information on issuers whose securities are admitted to trading in a regulated market and amending Directive 2001 / 34 / EC, in particular its Article 21;
Given the civil code, including its article 1841 ;
Given the insurance code, including its article L. 322-2-1 ;
Considering the trade code;
Considering the general tax code;
Considering the monetary and financial code;
Given the criminal code, including its articles 131-39 and 131-47 ;
Considering the Code of Criminal Procedure, including its article 776-1 ;
Given the sport code, including its articles L. 122-5, L. 122-6 and L. 122-10 ;
Given the rural code, including its articles L. 322-3, L. 523-9, L. 524-6-1 and L. 524-6-3 ;
Considering the amended Act of 29 July 1881 on freedom of the press, including its article 35 ;
In light of amended Act No. 47-1775 of 10 September 1947 concerning the status of cooperation, article 26-21 ;
In light of Act No. 77-1468 of 30 December 1977, as amended, establishing free legal proceedings before civil and administrative courts, including its article 19 ;
Having regard to Act No. 78-763 of 19 July 1978, as amended, establishing the status of cooperative production companies, including its article 21 ;
In light of amended Act No. 84-148 of 1 March 1984 on the prevention and amicable settlement of business difficulties, including its article 30 ;
Having regard to Act No. 95-115 of 4 February 1995 as amended for the development and development of the territory, including its article 43 ;
In light of amended Act No. 97-135 of 13 February 1997, establishing the public establishment " Réseau ferré de France" for the renewal of railway transport, including its article 13 ;
In light of Act No. 2008-776 of 4 August 2008 on modernization of the economy, in particular b and c of the 1st of thearticle 152 ;
In light of amended Order No. 45-2138 of 19 September 1945 establishing the order of experts and regulating the title and profession of accountant, including its article 7 ;
In light of amended Ordinance No. 96-50 of 24 January 1996 on the reimbursement of social debt, including its Article 5 ;
In light of Order No. 2005-722 of 29 June 2005 on the creation of the OSEO public institution and the transformation of the public institution National Agency for the valorization of research in an anonymous society, including its article 4 ;
Having regard to the Advisory Committee on Financial Legislation and Regulation dated 7 November 2008;
The State Council (Finance Section) heard;
The Council of Ministers heard,
Order:
Title I of Book IV of the Monetary and Financial Code is replaced by the following:
« TITRE I
« OPERATIONS
“Chapter I
" Definitions and scope of application
"Art.L. 411-1.-The provision to the public of financial securities is one of the following:
“1. A communication addressed in any form and by any means to persons and presenting sufficient information on the terms and conditions of the offer and the securities to be offered, so as to put an investor in a position to decide to buy or subscribe these financial securities;
“2. Investment of financial securities through financial intermediaries.
"Art.L. 411-2.-I. ― Does not constitute an offer to the public within the meaning of Article L. 411-1, which deals with financial securities referred to in 1 or 2 of Article I L. 211-1, when it deals with securities that the issuer is authorized to offer to the public and:
“1. The total amount is less than an amount determined by the general regulation of the Autorité des marchés financiers or an amount and quotity of the capital of the issuer fixed by the general regulation. The total amount of the offer is calculated over a period of twelve months under conditions established by the General Regulations;
“2. Or where the beneficiaries of the offer acquire these financial securities for a total amount by investor and by separate offer greater than an amount fixed by the general regulation of the Autorité des marchés financiers;
“3. Or where the nominal value of each of these financial securities is greater than an amount fixed by the general regulation of the Autorité des marchés financiers.
“II. ― Does not constitute an offer to the public within the meaning of Article L. 411-1, the offer which addresses exclusively:
“1. To persons providing the portfolio management investment service on behalf of third parties;
"2.A qualified investor or a restricted investor circle, provided these investors act on their own account.
"A qualified investor is a person or entity with the skills and means to understand the risks inherent in financial instruments transactions. The list of investor categories recognized as qualified is set by decree.
"A limited circle of investors is composed of people, other than qualified investors, whose number is below a threshold set by decree.
"Art.L. 411-3.- are not subject to the provisions of this title the offer or admission to negotiations on a regulated market:
“1. Financial securities unconditionally and irrevocably guaranteed or issued by a Member State of the European Community or by a State Party to the Agreement on the European Economic Area;
“2. Financial securities issued by an international public body of which France is a party;
“3. Financial securities issued by the European Central Bank or the central bank of a State Party to the agreement on the European Economic Area;
“4. Financial securities issued by an organization referred to in 1 or 5 of Article L. 214-1;
« 5. Tradeable debt securities of a term of less than or equal to one year.
"Art.L. 411-4.-For the application of the provisions of the Penal Code and theOrder No. 45-2138 of 19 September 1945 establishing the order of accountants and regulating the title and profession of accountant, legal persons or companies carrying out operations referred to in I of Article L. 411-2 shall be deemed to make an offer to the public within the meaning of Article L. 411-1.
“Chapter II
“General provisions
“Section 1
“ Advertising obligations
"Art.L. 412-1.-I. ― Without prejudice to the other provisions that apply to them, persons or entities that make an offer to the public of financial securities or to an admission of financial securities to the negotiations on a regulated market must, in advance, publish and maintain at the disposal of any interested person a document intended for the information of the public, relating to the contents and modalities of the transaction that is the subject of it, and This document is written in French or, in cases defined by the same general regulation, in another standard financial language. It includes a summary and must be accompanied, where appropriate, by a translation of the summary in French, unless the transaction is an admission to negotiations on a regulated market without offering to the public within the meaning of section L. 411-1.
"No civil liability action may be brought on the basis of the only summary or translation, unless the contents of the summary or its translation are misleading, inaccurate or contradictory to the information contained in the other parts of the document referred to in the first paragraph.
"The general regulation of the Autorité des marchés financiers sets out the conditions under which offers to the public of financial securities or admissions of financial securities to negotiations on a regulated market that do not justify public information on either their nature or volume, or the nature of the issuer or the investors concerned, or the nature or nominal value of the financial instruments concerned, are exempted from the establishment of any or part of the document referred to in the first document.
“II. ― The general regulation also sets out the conditions under which public information is made when financial securities are admitted to negotiations on a regulated market or on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from insider operations, course manipulation and the dissemination of false information.
"The general regulation may take into account whether or not financial securities are negotiated on a market of financial instruments other than a regulated market and, where appropriate, its characteristics. It may provide that certain rules are applicable only to certain financial instrument markets, at the request of the person who manages them.
“Section 2
“ Prohibitions and sanctions
"Art.L. 412-2.-The prohibitions on issuing securities, making an offer to the public of financial securities or having securities admitted to a regulated market are enacted by sections L. 223-11, L. 227-2, and first paragraph of articles L. 228-39 and L. 252-10 of the Commercial Code.
"Art.L. 412-3.-The breaches of the prohibitions set out in the articles of the Commercial Code referred to in Article L. 412-2 are punishable by the nullity of the contracts entered into or the financial securities issued. »
Book II of the monetary and financial code is amended as follows:
I. ― Section L. 213-3 is amended to read:
1° In 2, the words: "when they make public use of savings" are replaced by the words: "to make an offer to the public of financial securities or to an admission of financial securities to negotiations on a regulated market and whose social capital is specified by decree";
2° After 2, two new paragraphs 3 and 4 are inserted:
“3. Public sector enterprises as long as they meet the conditions set out in 2;
“4. Public-sector companies that do not have social capital but are authorized to make an offer to the public; »
3° In the last paragraph, the words "and 10" are replaced by the words ", 10, 11 and 12".
II. ― At the first sentence of Article L. 213-12, the words "with public appeal for savings" are replaced by the words "by offering to the public".
III. ― In Article L. 213-13, the words "public appeal to savings" are replaced by the words "provide an offer to the public".
IV. – The second paragraph of Article L. 213-15 is deleted.
V. ― The second paragraph of Article L. 213-19 is replaced by the following provisions:
"When an association issues obligations and meets the criteria laid down by the associationArticle L. 612-2 of the Commercial Codethe provisions of Article L. 642-3 of this Code shall apply to its officers. »
VI. ― At 6° of Article L. 214-49-3, the words: "for companies that do not make public use of savings. » are deleted.
VII. ― In the first paragraph of Article L. 214-51, the words: "to make public use of savings" are replaced by the words: "to make an offer to the public of their social shares".
VIII. ― The first paragraph of section L. 214-52 is replaced by the following:
"The draft constitution of a civil real estate investment corporation that is by offer to the public is established and signed by one or more founders. »
IX. ― In article L. 214-56, the words "public use of savings" are replaced by the words "whose share has been offered to the public."
X. ― The third paragraph of Article L. 214-57 is replaced by the following:
"A civil real estate investment corporation that is constituted without an offer to the public at a later stage shall, prior to that transaction, have to verify its assets and liabilities, as well as, where appropriate, the benefits granted, in accordance with the preceding paragraphs. »
At the 4th of Article L. 341-10 of the monetary and financial code, the words: "financial instruments that are the subject of a public appeal for savings" are replaced by the words: "financial securities offered to the public after the preparation of an information document".
Book IV of the monetary and financial code is amended as follows:
1° Thearticle L. 451-1 is repealed;
2° Thearticle L. 461-1is repealed;
3° In section L. 466-1, the words: "that make public use of savings or offences committed on the occasion of exchange transactions" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated transactions, course manipulations and the dissemination of false market information."
Book V of the monetary and financial code is amended as follows:
1° The last paragraph of section L. 512-1 is replaced by three paragraphs as follows:
" Mutual and cooperative banks can offer financial securities to the public.
"They may also make an offer to the public, as defined for financial securities by articles L. 411-1 et seq., of their social shares under the conditions established by the general regulation of the Autorité des marchés financiers.
"The social shares of mutualist and cooperative banks are shares of social capital. » ;
2° In article L. 512-105, the words "of the last paragraph" are replaced by the words "of the last three paragraphs";
3° In the second sentence of the article L. 550-2, the words: "Public Savings Companies" are deleted.
Title II of Book VI of the Monetary and Financial Code is amended as follows:
I. ― In section L. 621-1, the words: "in financial instruments and all other investments giving rise to public appeal to savings" are replaced by the words: "in financial instruments giving rise to an offer to the public or to an admission to negotiations on a regulated market and in any other investments offered to the public. She also watches."
II. ― Section L. 621-2 is amended to read:
1° In II and IV, the words "in terms of public appeal to savings" are replaced by the words: "in terms of offering to the public financial securities, admission of financial instruments to negotiations on a regulated market";
2° In II and IV, the words: "the object of public appeal to savings" are replaced by the words: "the object of offer to the public or of admission to negotiations on a regulated market".
III. ― Section L. 621-7 is amended to read:
1° I and II are replaced by the following:
"I. ― The rules of professional practice that apply to issuers when making an offer to the public or whose financial instruments are admitted to negotiations on a regulated market, as well as the rules that must be complied with in transactions on financial instruments admitted to negotiations on a regulated market or on a multilateral trading system that subject to the legislative or regulatory provisions to protect investors from initiated transactions, course manipulations and the dissemination of false information.
“II. ― Rules relating to public tenders relating to financial securities admitted to negotiations on a regulated market. » ;
2° The 1st of the VI is replaced by the following:
« 1° The conditions for the exercise of the activities of the conservation or administration of financial instruments by legal entities that carry out bids to the public of financial securities or of the admission of financial instruments to the negotiations on a regulated market and the intermediaries authorized thereunder under the conditions set out in section L. 542-1; »
3° In the X, the words: "by public call for savings" are replaced by the words: "to offer to the public financial securities or to admit financial instruments to negotiations on a regulated market. » ;
IV. ― In the first paragraph of sections L. 621-8-2 and L. 621-8-3, the words "by public call for savings" are replaced by the words: "to offer to the public financial securities or to admit financial instruments to negotiations on a regulated market."
V. ― The first sentence of the second paragraph of Article L. 621-9 is replaced by the following:
"It ensures the regularity of transactions on financial instruments when they are available to the public and on financial instruments admitted to negotiations on a regulated market or on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from insider operations, manipulation of courses and the dissemination of false information. »
VI. ― The second paragraph of Article L. 621-9-2 is amended as follows:
1° The words: "public reliance on savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market or on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from insider operations, manipulation of courses and the dissemination of false information, or for which a request for admission to negotiations on such markets has been submitted";
2° The following sentence is added: "The provisions of this paragraph are also applicable to auditors who carry out missions as part of public tenders. »
VII. ― Part II of Article L. 621-15 is amended as follows:
1° In c, the words: "issued by a person or entity making public use of savings or admitted to negotiations on a market of financial instruments or for which a request for admission to negotiations on such a market" are replaced by the words: "acceptance to negotiations on a regulated market or on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated transactions, course manipulations and dissemination
2° It is added an e as follows:
“e) Any person who, in French or foreign territory, has surrendered or attempted to disseminate false information during an offer to the public of financial securities. »
VIII. ― Section L. 621-18-2 is amended to read:
1° Before the first paragraph, the number is inserted: "I. ―";
2° In the first paragraph, the words: "the securities of a person making public use of savings and the transactions on financial instruments that are related to them" are replaced by the words: "the shares of a corporation and the transactions carried out on financial instruments that are related to them";
3° Two paragraphs are added:
"The I applies to transactions relating to shares and financial instruments related to them, of any company whose shares are admitted to negotiations on a regulated market and having its statutory seat in France or having its statutory seat outside the European Economic Area and falling within the jurisdiction of the Autorité des marchés financiers for the control of the compliance of the obligation of information under Article L. 451-1-1.
“II. ― The Autorité des marchés financiers may provide that the rules referred to in I are also applicable, under the terms and conditions set out in its general regulation, to the financial instruments negotiated on any market of financial instruments that do not constitute a regulated market, where the person who manages the market so requests. »
IX. ∙ Section L. 621-18-3 is amended to read:
1° The words: "public use of savings" are replaced by the words: "with their statutory seat in France and whose financial securities are admitted to negotiations on a regulated market";
2° After the words: "and L. 225-68", the words are inserted: "as well as the article L. 226-10-1";
3° A second preambular paragraph was added:
"The Autorité des marchés financiers may provide that the obligation referred to in the first paragraph is also applicable, under the terms and conditions set out in its general regulation, to companies with a statutory seat in France and whose financial securities are available to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated transactions, course manipulations and the dissemination of false information, where the person who manages the contract. »
X. ― Section L. 621-22 is amended to read:
1° In I, II, III and IV, the words: "public use of savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market";
2° It is added a VI and a VII as follows:
"VI. ― The provisions of this section apply to auditors of persons whose financial securities are available to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiating operations, course manipulations and the dissemination of false information.
« VII. ― The provisions set out in III and V of this section are applicable to auditors who carry out missions in the context of public tenders. The Autorité des marchés financiers may request the auditors any information on the persons they control, when such persons conduct an offer to the public. »
Title II of Book II of the Commercial Code is amended to read:
I. ― In the first paragraph of Article L. 223-11, the words: ", without public appeal to savings, issue nominal bonds. "is replaced by the words: "to issue nominal bonds provided that it does not make an offer to the public of these obligations. »
II. ∙ The first paragraph of Article L. 224-2 is replaced by the following:
"The social capital must be at least 37,000 €. »
III. ― The title of subsection 1 of section 1 of Chapter V is replaced by the following provisions: "From the constitution to the public."
IV. ― The title of subsection 2 of section 1 of Chapter V is replaced by the following provisions: "From constitution without offering to the public".
V. ― In article L. 225-12, the words "publicly appeals to savings" are replaced by the words "provides an offer to the public".
VI. ― Section L. 225-37 is amended to read:
1° In the sixth preambular paragraph, the words "public use of savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market";
2° In the penultimate paragraph, the words: "In companies whose securities are admitted to negotiations on a regulated market," are deleted.
VII. ― Section L. 225-68 is amended to read:
1° In the seventh preambular paragraph, the words "public use of savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market";
2° In the penultimate paragraph, the words: "In companies whose securities are admitted to negotiations on a regulated market," are deleted.
VIII. ― In the second paragraph of articles L. 225-96 and L. 225-98, the words: "In companies that do not make public use of savings" are replaced by the words: "In companies whose shares are not admitted to negotiations on a regulated market."
IX. ― In the third paragraph of Article L. 225-99, the words: "In companies that do not make public use of savings" are replaced by the words: "In companies whose shares are not admitted to negotiations on a regulated market."
X. ― In the second sentence of Article L. 225-228, the words: "When the company appeals to savings" are replaced by the words: "When the shares of society are admitted to negotiations on a regulated market."
XI. ― In the third and fifth paragraphs of Article L. 225-231, the words "publicly making use of savings" are replaced by the words: "whose actions are admitted to negotiations on a regulated market".
XII. ― In section L. 226-10-1, the words: "When the corporation appeals to savings," are replaced by the words: "When the corporation's financial securities are admitted to negotiations on a regulated market,".
XIII. ∙ Section L. 227-2 is replaced by the following:
"Art. L. 227-2. - The simplified equity company cannot offer financial securities to the public or enter into negotiations on a regulated market of its shares. It can nevertheless proceed with the offers defined in 2 and 3 of I and II of Article L. 411-2 of the Monetary and Financial Code. »
XIV. ∙ Section L. 228-23 is replaced by the following:
"Art. L. 228-23. - In a corporation whose shares are not admitted to negotiations on a regulated market, the assignment of shares or securities giving access to capital, in any capacity, may be subject to the approval of the corporation by a clause of the statutes.
"An Accreditation Clause can only be stipulated if titles are nominal under the law or statutes.
"This clause is waived in the event of succession, liquidation of the matrimonial regime or assignment, either to a spouse or to an ascendant or to a descendant.
"The provisions of the preceding paragraph are not applicable where a corporation whose shares are not admitted to negotiations on a regulated market reserves shares to its employees, provided that the purpose of the Accreditation Clause is to prevent such shares from being disposed of or disposed of to persons who do not have the quality of an employee of the corporation.
"Every assignment made in violation of an accreditation clause in the statutes is void. »
XV. ― At the last sentence of Article L. 228-47, the words: "In the event of a public appeal to savings" are deleted.
XVI. ― In Article L. 228-51, the words: "for which the company has made publicly appeals to savings are appointed within one year from the opening of the subscription" are replaced by the words: "are appointed within one year from the date of issue".
XVII. ― In the first paragraph of articles L. 229-11, L. 229-12 and L. 229-13, the words "not making public use of savings" are replaced by the words: "who does not intend to offer to the public its shares".
XVIII. ― In the third sentence of the first paragraph of Article L. 232-14, the words: "In companies admitted" are replaced by the words: "In companies whose capital securities are admitted."
XIX. ― In Article L. 233-5, the words "publicly making use of savings" are replaced by the words: "whose actions are admitted to negotiations on a market of financial instruments referred to in Article L. 233-7 II."
Title IV of Book II of the Commercial Code is amended to read:
I. ― The last paragraph of Article L. 242-1 is replaced by the following provisions:
"The penalties set out in this section may be doubled, where the shares or cuts of issued shares have been offered to the public. »
II. ― Article L. 242-17 IV is replaced by the following provisions:
"IV. ― The penalties provided for in this section may be doubled, where the shares or cuts of issued shares have been offered to the public. »
III. ― In article L. 244-3, the words: "to make public use of savings. are replaced by the words: "to make an offer to the public of financial securities or to admit actions to negotiations on a regulated market. »
IV. ― The V of Article L. 247-2 is replaced by the following:
"V. ― For companies whose shares are admitted to negotiations on a market of financial instruments referred to in Article II of Article L. 233-7, proceedings are initiated after the notice of the Autorité des marchés financiers has been requested. »
V. ― In the second paragraph of Article L. 247-3, the words: "publicly using savings" are replaced by the words: "whose actions are allowed to negotiate on a regulated market."
VI. ― Section L. 252-10 is amended to read:
1° In the first paragraph, the words: "to make public use of savings. are replaced by the words: "to make an offer to the public of financial securities";
2° In the second paragraph, the words: "to make public use of savings. are replaced by the words: "to make an offer to the public of financial securities".
In the third paragraph of Article L. 612-1 of the Commercial Code, the words: "who do not make public use of savings" are replaced by the words: "whose financial securities are not admitted to negotiations on a regulated market."
Title II of Book VIII of the Commercial Code is amended to read:
I. ― Section L. 821-3 is amended to read:
1° At 3°, the words: "public savings companies" are replaced by the words: "offers to the public and companies whose financial securities are admitted to negotiations on a regulated market";
2° At 4°, the words: "People who make public calls for savings or" are replaced by the words: "People or entities who make offers to the public or make an appeal".
II. ― In the third paragraph of Article L. 821-5, the words: "public use of savings" are replaced by the words: "whose financial securities are offered to the public on a multilateral trading system other than a regulated market."
III. ― In the second paragraph of sections L. 821-8 and L. 821-9, the words: "public use of savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated transactions, course manipulations and the dissemination of false information".
IV. ― In the first paragraph of Article L. 822-14, the words: "public use of savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market."
V. ― In the first paragraph of Article L. 822-16, the words: "publicly making use of savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated transactions, course manipulations and the dissemination of false information".
VI. ― In the first paragraphs of Article L. 823-6 and Article L. 823-7, the words: "publicly using savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market."
I. ― The first paragraph of Article L. 225-129-4 of the Commercial Code is replaced by the following provisions:
"In anonymous companies whose capital securities are admitted to negotiations on a regulated market or on a multilateral trading system that submits to the legislative or regulatory provisions to protect investors from insider operations, course manipulations and the dissemination of false information:"
II. ― In the second paragraph of Article L. 225-131, the words "public appeal to savings" are replaced by the words "provides to the public".
III. ― Section L. 225-136 is amended to read:
1° The first two paragraphs are replaced by the following:
"The issuance of capital securities without preferential subscription rights by an offer to the public or by an offer referred to in the II of Article L. 411-2 of the Monetary and Financial Code is subject to the following conditions:
« 1° For companies whose capital securities are admitted to negotiations on a regulated market and to the extent that the capital securities to be issued in an immediate or deferred manner are assimilable to them, the emission price of the said securities must be fixed in a manner prescribed by decree in the Council of State taken after consultation with the Autorité des marchés financiers; »
2° It is added a 3° as follows:
« 3° The issuance of capital securities made by an offer referred to in II of Article L. 411-2 of the Monetary and Financial Code is limited to 20% of social capital per year. »
IV. ― At the first sentence of Article L. 225-145, the words "publicly calling for savings" are replaced by the words: "provides to the public or offers to the public II of Article L. 411-2 of the Monetary and Financial Code "
At the 6th of section 131-39 and section 131-47 of the Penal Code, the words: "to make public use of savings" are replaced by the words: "to make an offer to the public of financial securities or to have its financial securities admitted to negotiations on a regulated market."
At the 4th of Article 776-1 of the Code of Criminal Procedure, the words: "public use of savings" are replaced by the words: "requesting the admission of their financial securities to negotiations on a regulated market".
The sport code is thus modified:
1° In the second sentence of the first paragraph of Article L. 122-5, the words: "public use of savings" are replaced by the words: "will to make an offer to the public of its shares or to have them admitted to negotiations on a regulated market";
2° In the second paragraph of Article L. 122-6, the words: "when the interested company appeals public to savings" are replaced by the words: "when the capital securities of the interested company are negotiated on a market of financial instruments";
3° The second paragraph of Article L. 122-10 is replaced by the following provisions:
"With the exception of the provisions of the first paragraph, anonymous sports companies may distribute their profits to shareholders if shares of the company have been offered to the public or an admission to negotiations on a regulated market. »
In section 1841 of the Civil Code, the words "to make public use of savings" are replaced by the words "to make an offer to the public of financial securities".
The general tax code is amended as follows:
I. ― In the fifth paragraph of the third paragraph of Article 39, the words "public appeal to savings" are replaced by the words "provides to the public".
II. ― On the 2nd of Article 199 undecies A, the words: Act No. 70-1300 of 31 December 1970 fixing the regime applicable to civil societies authorized to make publicly use of savings" are replaced by the words: "authorized to make an offer to the public of financial securities".
III. ― In the I of section 210 E, the words "publicly appealing to savings" are replaced by the words "anonymous, a share-sponsored company, a civil real estate investment corporation or a real estate preponderance company with variable capital".
IV. - The third paragraph of Article 238 bis I is replaced by the following provisions:
"Re-evaluation is mandatory for companies whose securities are admitted to negotiations on a regulated market and for companies in which a corporation whose securities are admitted to negotiations on a regulated market holds an interest in the field of consolidated accounts. »
V. ― Section II of Chapter IV of Part I of Book I is amended to read:
1° The title of the XVII is replaced by the following:
"Civil real estate investment companies authorized to make an offer to the public of financial securities";
2° In the first sentence of Article 239 septies, the words "to make public use of savings" are replaced by the words "to make an offer to the public of financial securities".
VI. ― In the second part of Article 1451, the words: "that make public use of savings" are replaced by the words: "whose shares are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system that submits to the legislative or regulatory provisions to protect investors against initiated transactions, course manipulations and the dissemination of false information or whose capital is held less than 20%
VII. ― In the second paragraph of Article 1454, the words: "that make public use of savings" are replaced by the words: "whose shares are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated transactions, manipulation of courses and the dissemination of false information".
VIII. ― In the last paragraph of Article 1455, the words: "that make public use of savings" are replaced by the words: "whose shares are allowed to negotiations on a regulated market or offered to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated transactions, manipulation of courses and the dissemination of false information".
IX. ― The second paragraph of section 1456 is amended to read:
1° After the words: "Be excluded from the benefit of this exemption, workers' cooperative companies of production" are inserted the words: "whose shares are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors from initiated operations, manipulation of courses and dissemination of false information or";
2° The phrase: "It is the same for workers' cooperative production companies that make public use of savings" is deleted.
X. ― In the fourth paragraph of Article 1468, the words: "that make public use of savings" are replaced by the words: "whose shares are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system that is subject to the legislative or regulatory provisions to protect investors against initiated transactions, course manipulations and the dissemination of false information or whose capital is held less by means of
The second sentence of the first paragraph of Article L. 322-2-1 of the Insurance Code is replaced by the following provisions:
"The program can be made by offering to the public and is then subject to the control of the Autorité des marchés financiers under the conditions provided by the monetary and financial code. »
The rural code is modified as follows:
1° In the first sentence of the first paragraph of Article L. 322-3, the words: "to make public use of savings under the Act No. 70-1300 of 31 December 1970 are replaced by the words: "to make an offer to the public of financial securities";
2° Section L. 523-9 is replaced by the following provisions:
"Art.L. 523-9.-Agricultural cooperative societies and their unions may offer to the public the financial securities referred to in sections L. 523-8, L. 523-10 and L. 523-11 of this Code, subject to the availability of a capital whose full amount is not more than 37,000 €. » ;
3° In the second paragraph of Article L. 524-6-1, the words "that make public use of savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market";
4° In the second sentence of Article L. 524-6-3, the words: "public use of savings" are replaced by the words: "has financial securities admitted to negotiations on a regulated market".
In the second paragraph of section 35 of the above-mentioned Act of 29 July 1881, the words "publicly using savings" are replaced by the words: "whose financial securities are admitted to negotiations on a regulated market or offered to the public on a multilateral trading system".
At the 3rd of Article 7 of the above-mentioned Order of September 19, 1945, the words: "The public appeal for savings" are replaced by the words: "The offer to the public of financial securities".
The second sentence of the last paragraph of section 26-21 of the Act of 10 September 1947 referred to above is replaced by the following provisions:
"However, when the European cooperative company intends to offer its share to the public, this number can be increased to seven. »
The third paragraph of section 19 of the above-mentioned Act of 30 December 1977 is replaced by the following provisions:
« ― Articles L. 241-3 and L. 242-6 of the Commercial Code and Article L. 231-11 of the Monetary and Financial Coderepressing certain actions of social leaders; »
In the third paragraph of Article 21 of the above-mentioned Act of 19 July 1978, the words: "not making public use of savings" are deleted.
In the second sentence of the second sentence of section 30 of the above-mentioned Act of March 1, 1984, the words: "When the institution makes public use of savings" are replaced by the words: "When the institution's financial securities are admitted to negotiations on a regulated market."
At the penultimate paragraph of section 43 of the above-mentioned Act of 4 February 1995, the words: "the public appeal to savings" are replaced by the words: "the offer to the public of financial securities".
In I of section 5 of the above-mentioned order of January 24, 1996, the words "to publicize savings" are replaced by the words "to make an offer to the public of financial securities".
In the last paragraph of section 13 of the above-mentioned Act of 13 February 1997, the words: "to publicize savings" are replaced by the words: "to make an offer to the public of financial securities".
In the last paragraph of section 4 of the above-mentioned order of June 29, 2005, the words: "to publicize savings" are replaced by the words: "to make an offer to the public of financial securities".
1° Articles L. 228-43 and L. 232-8 of the Commercial Code are repealed;
2° Section L. 232-7 of the Commercial Code is replaced by the following provisions:
"Art.L. 232-7.-Companies whose shares are admitted to negotiations on a regulated market add to their annual accounts a table on the distribution and allocation of distribuable amounts to be proposed to the General Assembly.
"The I, III, IV and VII of Article L. 451-1-2 of the monetary and financial code are applicable to the companies referred to in the first paragraph, with the exception of variable capital investment companies. » ;
3° The second paragraph of Article L. 451-1-2 of the monetary and financial code is replaced by two paragraphs:
"This semi-annual financial report includes condensed accounts for the past half-year, presented in consolidated form, where applicable, a semi-annual activity report and a statement of natural persons who bear responsibility for these documents.
"The auditors shall verify the sincerity of the condensed accounts referred to in the preceding paragraph, in relation to the information contained in the biannual report of activity and shall report their observations in a limited review report annexed to it. »
It is inserted in the monetary and financial code an article L. 451-1-6 as follows:
"Art. L. 451-1-6. - The Official Journals Directorate provides centralized storage of regulated information, as provided for in Article 21 of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004. A Prime Minister's order specifies the terms and conditions for public access and use to the information stored. »
The provisions of this Order come into force on April 1, 2009.
The Prime Minister, the Minister of Economy, Industry and Employment and Seal Custody, Minister of Justice, are responsible for the application of this Order, which will be published in the Official Journal of the French Republic.
Done in Paris, January 22, 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
