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1. Definition and scope of the register of movements of securities
What is the securities movement register?
The register of movements of shares is a document that chronologically traces all transactions involving the shares of a company since its registration.
In particular, it may be a contribution, a transfer, a donation or even a pledge or a dismemberment.
Some also include the creation of new shares during capital increases or, conversely, the cancellation of shares as part of a capital reduction.
In fine, it makes it possible to visualize all the changes in the company's capital and it attests to the ownership of the shares by the partners, which makes it essential for the proper functioning of the company.
Who should keep a register of movements of securities?
This register is not mandatory in partnerships such as LLCs, SNCs and civil companies.
However, the recording of movements in securities is an imperative condition for the finalization of the transfer of ownership of ordinary shares, convertible shares, or bonds.
In fact, theArticle L. 228-1 of the Commercial Code provides that: “These securities, regardless of their form, must be registered in an account or in a shared electronic recording device in the name of their owner, under the conditions provided for in articles L. 211-3 and L. 211-4 of the Monetary and Financial Code.”
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Moreover, in a judgment of the Commercial Chamber dated 10 June 1997 No. 1519, the Court of Cassation reiterates the idea that registration in a person's account implies presumption of ownership for his benefit.
Thus, in the absence of a register of movements of titles, the transfer of ownership of securities is not enforceable.
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2. The legal framework
Where can I buy a record of movements of securities?
You can get a paper register at a professional stationery store or on online sales sites.
Axiocap allows you to buy your dematerialized register of movements of securities. We are even doing more! When you buy your securities movement register from us, you have access to comprehensive and targeted management of your financial securities.
Thanks to Securities Management module, manage your capitalization table, your register and your shareholder accounts, generate movement orders and certificates for the transfer of social rights, view the organization chart of your holdings and subsidiaries and so many other functionalities.
Increase efficiency and safety thanks to our module management of shares and shares, discover it here >
How do I fill out the register of movements of securities?
For each of the transactions entered in the register of movements of securities, it is appropriate to indicate, pursuant to article R228-9 of the Commercial Code:
- The date of execution of the movement;
- The names, first names and address of the former and the new holders of the titles (or corporate name, identification number and seat for legal persons);
- The nominal value and the number of shares concerned by the movement;
- The nature of the movement of securities carried out (acquisition, sale, pledge, etc.);
- An order number assigned to the operation.
⇢ In order to facilitate the writing of your register, we provide you with a customizable title movement register template available for free download here.
Paper register: how to have a register of movements of securities quoted and initialled?
To be legally valid, the paper register of movements of securities must have a certain formality, it must be listed and initialed by the registry of the Commercial Court in whose jurisdiction the company's head office is located.
The initials correspond to the stamping of the first and last pages of the register to avoid any falsification while the symbol corresponds to the numbering of the pages of the register.
Dematerialization removes this constraint of rating and initialization, which are no longer necessary for a dematerialized register of movements of shares.
Indeed, registering a movement on the blockchain makes it possible to avoid any falsification because registering it on a shared electronic recording device prevents any subsequent modification.
In addition, cryptographic proof of anchoring makes it possible to find the movement of securities anchored on the blockchain at any time and to prove its content.
Is the register of movements of securities mandatory?
In accordance withArticle L. 228-1 paragraph 6 of the Commercial Code, The maintenance of this register is mandatory. It states that:
” Securities, regardless of their form, must be recorded in an account or in a shared electronic recording device in the name of their owner, under the conditions provided for in articles L. 211-3 and L. 211-4 of the Monetary and Financial Code. ”
Thus, whether it is kept in paper format or dematerialized, It is imperative that the securities be registered in the account in the name of their owner to materialize the transfer of ownership of the titles. In the absence of a register of movements of securities, the opposability of movements of securities is not guaranteed.
THEArticle R. 228-8 of the Commercial Code provide details on the maintenance of this register. It states that each company must designate an authorized person who will be required to keep it up to date.
In case of absence or poor record keeping, no penalty is provided. However, in the event of a dispute, if this register does not exist or is poorly followed, title transfer transactions may be invalidated.
To meet this obligation, Axiocap allows you to keep your dematerialized register of movements of shares in a few clicks, on our private blockchain and at a lower cost.
Find the five advantages of dematerializing securities movements.
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3. Blockchain and the register of movements of securities
The concept of blockchain appears in the Commercial Code under article R. 225-86. This provision refers to a “shared electronic recording device” (DEEP).
The Monetary and Financial Code also mentions this concept of blockchain in article R. 211-9-7, which states that “the shared electronic recording device is designed and implemented in such a way as to guarantee the registration and integrity of registrations and to allow, directly or indirectly, to identify the owners of the securities, the nature and the number of securities held.”
In addition, the regime establishes an equivalence between registration in a securities account and registration in a DEEP of securities (article L. 211-7 of the Monetary and Financial Code).
Ordinance No. 2017-1674 of 8 December 2017, which came into force on December 27, 2018, relating to the use of a shared electronic registration device (DEEP) for the representation and transmission of financial securities and its implementing decree no. 2018-1226 of 24 December 2018 authorized the representation and transmission of certain financial securities by means of a blockchain.
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4. Our solutions for your records of movements of securities
On Axiocap, we suggest that you create securities (subscription to the constitution or when creating a company), to issue securities such as BSA, BSPCE, to transfer assets (transfer, donation, contribution), to dismember property, to make title loans and security pledges online.
In addition, since the recording of movements of securities is an imperative condition for the finalization of the transfer of ownership of ordinary shares, convertible bonds, or even bonds, you can export a register by type of security on our solution.
Increase efficiency and safety by dematerializing your register of movements of shares on the Axiocap platform.
CONCLUSION:
Anchoring in blockchain is now assimilated to registering in a securities account. In this sense, financial securities can be held and materialized on a DEEP: the Axiocap clerks' blockchain.
