Key Benefits:
Interested audiences: commercial companies, their associates or shareholders, securities holders issued by these companies as well as intermediaries referred to in paragraphs 2° to 7° of Article L. 542-1 of the monetary and financial code.
Subject: simplification and harmonization of corporate law with European standards.
Entry into force: the text comes into force on June 1, 2015, with the exception of sections 10 and 11 that will come into force on October 1, 2016.
Notice: This decree aims, on the one hand, to simplify the corporate law: it specifies the procedures for the third parties to an assignment of social shares of companies in collective name and limited liability society and provides the faculty for limited liability companies to have recourse to an electronic consignment for the convocation of the associate assembly; it improves shareholder information on regulated conventions.
This decree aims, on the other hand, to harmonize the processing of securities with European standards setting two working days the duration of the shift in the amounting and subscription periods of the preferential right of subscription of negotiable shares; sets out the terms and conditions for the sale and distribution of amounts arising from the sale of broken forming rights; aligns the terms and conditions for the identification of bond holders with those of shareholders; Finally, it adapts the advertising proper to the purchase of shares of preference.
References: the provisions of Trade code Amended by this decree may be consulted, in their drafting, on the website Légifrance (http://www.legifrance.gouv.fr).
The Prime Minister,
On the report of the Seal Guard, Minister of Justice,
Having regard to Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July 2014 concerning the improvement of the regulation of securities in the European Union and the central depositaries of securities and amending Directives 98/26/EC and 2014/65/EU as well as Regulation (EU) No. 236/2012;
Having regard to Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 to coordinate, in order to make them equivalent, the guarantees that are required in the member states of the societies within the meaning of Article 54, second paragraph, of the Treaty on the Functioning of the European Union, with a view to the protection of the interests of both partners and third parties, with regard to the formation of the anonymous society and the maintenance and modification of its capital, including Articles 40 and 43 and 43
Vu le Trade codeincluding books II and VIII;
Vu le monetary and financial codeincluding articles L. 211-21 and L. 542-1;
See?Order No. 2014-863 of 31 July 2014 relating to corporate law, taken under theArticle 3 of Act No. 2014-1 of 2 January 2014 enabling the Government to simplify and secure the lives of enterprises;
Vu le Decree No. 48-1683 of 30 October 1948 Amending certain characteristics of securities, including Article 6;
The State Council (inland section) heard,
Decrete:
Books II and VIII of the Commercial Code (regulatory portion) are amended in accordance with sections 2 to 26.
Section R. 221-9 is replaced by the following provisions:
"Art. R. 221-9.-In the absence of a publication of the amended statutes in the trade register and of the companies prescribed in paragraph 2 of Article L. 221-14, the assignor or the assignee may, after the issuance of the business register by the manager to do so, remain at the end of a period of eight days, and by justifying the seizure of the president of the court under Parts 5 of Article L As a precautionary measure and up to the court's decision, the deposit shall render the assignment opposable to third parties, subject to the completion of the formalities set out in paragraph 1 of Article L. 221-14. »
Section R. 223-13 is replaced by the following provisions:
"Art. R. 223-13.-The assignor or assignee of social shares may deposit the assignment under the conditions set out in R. 221-9. »
After the article R. 223-18, an article R. 223-18-1 is inserted as follows:
"Art. R. 223-18-1.-The six-month period for the meeting of the associates' assembly under section L. 223-26 may be extended, at the request of the manager, by order of the president of the commercial court, adjudicating upon request. »
After the first paragraph of article R. 223-20, it is inserted two paragraphs as follows:
"The company that intends to make use of electronic communication in place of a postal consignment to comply with the formalities set out in sections R. 223-18, R. 223-19 and R. 223-20 shall submit the proposal to the partners either by mail or electronically. Each partner may give written consent by registered letter or electronically, no later than twenty days before the date of the next meeting of the partners. In the event of an agreement, the summons and the documents and information mentioned in the said articles shall be forwarded to the address indicated by the partner.
"In the absence of an agreement of the partner, the company uses a postal shipment to meet the formalities set out in sections R. 223-18, R. 223-19 and R. 223-20. Partners who have consented to the use of the electronic channel may, by this or by registered letter, request a return to a postal shipment at least twenty days before the date of the next meeting. »
The first paragraph of article R. 225-30 is supplemented by a sentence as follows:
"It shall also communicate to them, for each authorized agreement and undertaking, the reasons for their interest in the corporation, retained by the board of directors under the last paragraph of section L. 225-38. »
Section R. 225-31 is amended as follows:
1° At 6°, after the words: "benefits or allowances referred to in sections L. 225-22-1 and L. 225-42-1", are inserted the words: ", the reasons justifying the interest of these conventions and commitments for society, retained by the board of directors pursuant to the last paragraph of Article L. 225-38";
2° The 7th is written:
« 7° Listing of agreements and commitments entered into and authorized in prior years that have been continued in the last fiscal year and that have been reviewed by the Board of Directors pursuant to section L. 225-40-1, as well as, where applicable, any indications that allow shareholders to assess the interest that is attached to the maintenance of the agreements and commitments listed for the corporation, the importance of the goods delivered or »
The first paragraph of article R. 225-57 is supplemented by a sentence as follows:
"It shall also communicate to them, for each agreement and authorized undertaking, the reasons for the interest of the company, retained by the supervisory board pursuant to the last paragraph of section L. 225-86. »
Section R. 225-58 is amended as follows:
1° At 5°, after the words: "benefits or allowances referred to in sections L. 225-79-1 and L. 225-90-1", are inserted the words: ", the reasons justifying the interest of these conventions and commitments for society, retained by the supervisory board pursuant to the last paragraph of Article L. 225-86";
2° The 6th is thus written:
« 6° Listing of agreements and commitments entered into and authorized in prior years that have been continued in the last fiscal year and that have been reviewed by the Supervisory Board pursuant to section L. 225-88-1, as well as, where applicable, any indications that allow shareholders to assess the interest that is attached to the maintenance of the agreements and commitments listed for the corporation, the importance of the services provided or the benefits »
After section R. 225-117, an article R. 225-117-1 is inserted as follows:
"Art. R. 225-117-1.-For the purposes of the third paragraph of Article L. 225-132, when the preferential right of subscription is detached from negotiable shares, it is itself negotiable from the second working day before the opening of the subscription period or, if that day is not a negotiating day, the negotiating day before the foregoing, and until the second day or the »
At 8th of section R. 225-120, the words: "and the conditions for the exercise of that right" are replaced by the words: ", the conditions for the exercise of that right, and its terms of negotiation when it is detached from negotiable shares".
Section R. 225-130 is replaced by the following provisions:
"Art. R. 225-130.-The sale provided for in Article L. 225-130 of the capital securities that could not be attributed individually and corresponding to the breached forming rights and the distribution of the amounts from that sale to the rights holders shall be within thirty days of the later date of registration, on behalf of the rights holders, of the entire number of allocated capital securities.
"When the sale relates to capital securities admitted to the negotiations on a regulated market or to the operations of a central repository, it shall be carried out in accordance with the terms provided, as the case may be, in the second, third or fourth paragraph of Article R. 228-12. »
Section R. 228-11 is replaced by the following provisions:
"Art. R. 228-11.-The sale by the company of securities that could not be attributed individually, as provided for in Article L. 228-6, is preceded by the publication of a notice in two nationally broadcast newspapers; This notice remains the rights holders to assert their rights within one year and informs them that the company will proceed to the sale on the expiry of this period.
"This same notice informs them that the company will hold the net proceeds of the sale of the securities at their disposal for ten years on an account blocked in a credit institution.
"The sale may be made at public auction by an investment service provider or a notary, in accordance with the provisions of Article L. 211-21 of the monetary and financial code. »
Section R. 228-12 is replaced by the following provisions:
"Art. R. 228-12.-The sale under Article L. 228-6-1 of the capital securities that could not be attributed individually and corresponding to the rights forming broken, and the distribution of the amounts from that sale to the holders of the rights shall be within thirty days from the later date of registration, to the account of the holders of the rights, of the entire number of the securities allocated.
"When the securities are admitted to trading on a regulated market, this sale is made by the issuer of the securities or by the intermediaries mentioned in 2° to 7° of Article L. 542-1 of the monetary and financial code on the market regulated by which the securities are admitted.
"When the securities are only allowed to negotiate on a multilateral trading system, this sale is carried out by the issuer of securities or by the intermediaries mentioned in 2° to 7° of Article L. 542-1 of the monetary and financial code on the multilateral system to which the securities are admitted.
"When securities are not allowed to negotiate on a regulated market or on a multilateral trading system, the sale of these securities is made by the issuing company or may be made at public auctions by an investment service provider or by a notary, in accordance with the provisions of Article L. 211-21 of the monetary and financial code.
"The sums from the sale are distributed proportionally to the broken forming rights of each rights holder. »
Section R. 228-13 is repealed.
Section R. 228-14 is amended as follows:
1° The words: ", in accordance with the terms set out in article R. 228-12," are deleted;
2° After the words: "after the advertisement made under the conditions", the words are inserted: "and according to the terms";
3° It is supplemented by a sub-item:
"When the sale relates to capital securities admitted to negotiations on a regulated market, a multilateral trading system or the operations of a central depositary, it shall be carried out, at the end of one year, in accordance with the terms set, as the case may be, in the second, in the third or fourth paragraph of Article R. 228-12. »
In R. 228-6, after the words: "owners of shares" are inserted the words "or obligations".
In R. 228-7, after the words: "holders of shares" are inserted the words "or obligations".
Article R. 123-108 is supplemented by a paragraph as follows:
« 4° A copy of the minutes of the general meeting of shareholders, having provided for the principle and organized the terms of the redemption of shares of preference in accordance with the provisions of Article L. 228-12. »
In article R. 225-132, after the words "and in the last paragraph" are inserted the words "of I".
After article R. 225-160-3, an article R. 225-160-4 is inserted as follows:
"Art. R. 225-160-4. - I. - The Procurement and Sales Register provided for in section L. 225-211 to report transactions under section L. 228-12 and section L. I. 228-12-1 shall be held on the terms and conditions set out in sections R. 225-159 and R. 225-160.
“II. - The Procurement and Sales Register provided for in section L. 225-211 to report transactions under section L. 228-12 and section L. II, section L. 228-12-1 separately discloses purchase transactions and sales transactions.
"For each of these operations, the register indicates in the order of the negotiations:
« 1° The date of the operation;
« 2° The purchase or sale course or, if not, the purchase unit price;
« 3° The number of shares purchased or sold at each course or, if not, at each price;
« 4° The total cost of the purchase, including the amount of costs, or the net proceeds of the sale;
« 5° The total number of shares purchased and their overall cost;
« 6° Where applicable, the name of the investment service provider who has executed the order of purchase or sale or the name of the credit institution or financial institution that has forwarded the order;
« 7° Where applicable, the name of the person acting on his or her behalf but on behalf of the corporation;
« 8° The amount of the distribuable profit within the meaning of Article L. 232-11 or the proceeds of the new issue of capital securities made for this redemption;
« 9° The value of the reservation referred to in the third paragraph of Article L. 225-210;
« 10° If applicable, the amount of the premium referred to in 3° of III of Article L. 228-12 and the amount of the distribuable amounts or the reserve on which the premium is collected.
"The total number and cost of the purchase of the shares sold are deducted, at least each semester, from the number of shares purchased and their overall cost. »
Article R. 228-19 is amended as follows:
1° In the first paragraph, the words: "from the first paragraph of Article L. 228-12 and Article L. 228-20" are replaced by the words: "from the second paragraph of Article L. 228-12" and the words: "or refund" are deleted;
2° In the third paragraph, the words "or refund" are deleted.
Section R. 228-20 is amended as follows:
1° In the first and second preambular paragraphs, the words: ", redemption or repayment" are deleted;
2° In the first paragraph, the words: "R. 228-18 or R. 228-19. Where applicable, it specifies the criteria for assessing the absence of liquidity of the market referred to in Article L. 228-20. are replaced by the words: "in R. 228-18. »
After the article R. 228-22, an article is inserted as follows:
"Art. R. 228-22-1.-For the purposes of the III of Article L. 228-12, the board of directors or the board of directors, or on delegation of one of the persons referred to in Article L. 225-129-4, shall issue a notice of redemption held at the disposal of the shareholders, at least fifteen days before the completion of the operation, at the address of the head office and at the office of the court of commerce in which is located.
"This notice indicates the essential terms and conditions of the redemption defined in accordance with statutory provisions, including:
« 1° The class(s) of preferred shares concerned;
« 2° The maximum number of preferential shares that may be redeemed;
« 3° The price or its method of determination;
« 4° The maximum amount of the distribuable amounts within the meaning of Article L. 232-11 that may be allocated to that redemption, or, where applicable, the maximum amount of the proceeds of a new issue of capital securities made for that redemption;
« 5° The maximum value of the reservation referred to in 2° of III of Article L. 228-12 and constituted for this redemption;
« 6° Where applicable, the maximum amount of the premium referred to in 3° of III of Article L. 228-12, as well as the amount of the distribuable amounts or the reserve on which the premium is collected. »
In the first paragraph of Article R. 821-20, the words "in Article L. 821-5-1" are replaced by the words "in Article L. 821-5-2", the words "of the European Community" are replaced by the words "of the European Union" and the words "in Directive 2006/48/ CE of 17 May 2006 of the European Parliament and of the Council" are replaced by the words "May 2006/56/ Directive" and the European Council Directive
The second sentence of the second paragraph of Article R. 225-117 is deleted.
Article 6 of the above-mentioned decree of 30 October 1948 is amended as follows:
1° In the first paragraph, after the words: "to achieve consolidation", the words are inserted: "within thirty days from the beginning of the consolidation operation";
2° The third, fourth and fifth preambular paragraphs are deleted;
3° After the second preambular paragraph, a third preambular paragraph reads as follows:
"The capital titles that could not be assigned individually and corresponding to the broken forming rights are sold under the conditions and in accordance with the terms and conditions set out in the first paragraph and, as the case may be, in the second, in the third or in the third fifth paragraph of Article R. 228-12 of the Commercial Code » ;
4° In the last paragraph, the words "an official rating of Paris or the province or a securities dealer rating" are replaced by the words "to negotiations on a regulated market or a multilateral trading system".
The provisions of this Order will come into force on June 1, 2015, with the exception of Articles 10 and 11 which will come into force on October 1, 2016.
This Order is applicable in the Wallis and Futuna Islands, with the exception of Article 27.
The Minister of Justice, the Minister of Finance and Public Accounts, the Minister of Economy, Industry and Digital Affairs and the Minister of Overseas are responsible, each with respect to him, for the execution of this Order, which will be published in the Official Journal of the French Republic.
Done on May 18, 2015.
Manuel Valls
By the Prime Minister:
The Seal Guard, Minister of Justice,
Christiane Taubira
Minister of Finance and Public Accounts,
Michel Sapin
Minister of Economy, Industry and Digital,
Emmanuel Macron
Minister of Overseas,
George Pau-Langevin
