Alert: Reform of companies register and security interests register in France
Two reforms relating to French public registers came into force on 1 January 2023 (the "Effective Date"):
- The creation of the national register of companies by Ordinance No. 2021-1289 of 15 September 2021 creating the national register of companies (the "Ordinance"), adopted on the basis of the Article 2 of the PACTE Act (Loi PACTE) of 22 May 2019; this register will henceforth be kept by the INPI; and
- The creation of a register of security interests over movable properties (sûretés mobilières) by Decree 2021-1887 of 29 December 2021 on the register of security interests over movable properties and other related transactions (the "Decree"), which was issued pursuant to Ordinance 2021-1192 on the reform of security interest law and came into force on 1st January 2022. This register is the result of the consolidation of various pre-existing registers specific to certain securities.
Below is a summary of some of the key points that are likely to impact on financing operations in France.
I. National Register of Companies
Since 1st January 2023, there has been a new single register in France for the registration of companies carrying out commercial, craft, agricultural or self-employed activities on French territory, known as the "single national register of companies" (article L. 123-36 of the French Commercial Code). A single body, the Institut National de la Propriété Industrielle (INPI) is responsible for receiving declarations via a single desk (article L. 123-33 of the French Commercial Code).
Registered information and filed documents will be accessible in electronic form and free of charge, with certain exceptions, in particular, as regards accounting documents covered by a declaration of confidentiality and the domicile of natural persons (Home - Data INPI).
=> From a practical point of view, access to information and the ordering of corporate documents (K-Bis extracts, certificates of absence of collective proceedings and bankruptcy and statement of liens and pledges) remain accessible on Infogreffe.
II. Registry of security interests and other related transactions
As of the Effective Date, a "register of security interests over movable properties and other related transactions" is created (in accordance with the new article R. 521-1 of the French Commercial Code). The purpose of this register is to centralize the registration of sixteen different security interests with the registries (in accordance with the new articles R. 521-1 and R. 521-2 of the French Commercial Code). It will be kept in electronic form.
This Decree determines the security interests and related transactions which are to be made public by registration in the said register, including:
- non-possessory pledges;
- pledges of shares;
- liens and pledges on going concerns (fonds de commerce);
- French treasury liens (privilèges du trésor); and
- equipment financial leasing transactions;
and sets out the procedures for initial and amending registrations, deletions and the procedures for consulting the information recorded in the personal property security register, in particular. New registration forms will soon be published in the Official Journal (Journal Officiel).
The Decree (new articles R. 521-3 on pledges of business assets and R. 521-5 of the French Commercial Code) harmonises and simplifies the rules of jurisdiction: the competent court clerk is now that of the commercial court (or, where applicable, of the judicial court with commercial jurisdiction) in whose jurisdiction the debtor, or the owner of the encumbered asset if he is not the debtor, has its main registration with the trade and companies register.
In the absence of registration of the pledgor, the competent registry shall be that of its corporate office or, failing that, of its principal place of business.
For any foreign pledgor (not registered or not having a corporate office or principal place of business in France), the competent registrar will be that of the Commercial Court of Paris.
The register of security interests over movable properties and other related transactions will be accessible and available online, on a national portal for which the national council of commercial court registrars (conseil national des greffiers des tribunaux de commerce) has been charged with its implementation.
The Decree (new articles R. 521-3 on pledges of business assets and R. 521-5 of the French Commercial Code) harmonises and simplifies the rules of jurisdiction: the competent court clerk is now that of the commercial court (or, where applicable, of the judicial court with commercial jurisdiction) in whose jurisdiction the debtor, or the owner of the encumbered asset if he is not the debtor, has its main registration with the trade and companies register.
In the absence of registration of the pledgor, the competent registry shall be that of its corporate office or, failing that, of its principal place of business.
For any foreign pledgor (not registered or not having a corporate office or principal place of business in France), the competent registrar will be that of the Commercial Court of Paris.
The register of security interests over movable properties and other related transactions will be accessible and available online, on a national portal for which the national council of commercial court registrars (conseil national des greffiers des tribunaux de commerce) has been charged with its implementation.
***
The Banking and Finance team of Fieldfisher France is at your disposal for any questions you may have on these subjects.