Since December 24, 2018, it has been possible to keep records of movements of securities in a completely dematerialized manner. This evolution was made possible by the entry into force of Decree No. 2018-1226 relating to the use of a shared electronic registration device for the representation and transmission of financial securities and for the issuance and sale of minibons.
1. The advent of blockchain in law
First of all, the concept of blockchain appears in the Commercial Code under article R. 225-86. Indeed, this provision refers to a “shared electronic recording device” (DEEP). It is under this name that blockchain enters French law.
Then, the concept of blockchain is also present in the Monetary and Financial Code, in article R. 211-9-7. This article states that “the shared electronic registration system is designed and implemented in such a way as to ensure 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 titles held.
Entries made in this recording system are the subject of an updated business continuity plan including in particular an external system for the periodic preservation of data.
When securities are registered in this registration system, the owner of these securities may have access to records of transactions specific to him.”
The introduction of this new technology into the law allows the completion of formalities in a dematerialized manner and in particular, the maintenance of a register of movements of securities.
2. The legal value of the dematerialized register of movements of securities
The register of movements of shares is a document that chronologically traces all the transactions relating to the shares of a company (for example: subscriptions, transfers of shares, donations or contributions of shares).
Since the decree dated December 24, 2018, this register can be kept dematerialized. Indeed, it assigns legal value to any record of movements of titles registered on a DEEP.
In addition, this decree allows the blockchain to serve as a register of registered shares. This register will have legal value and will be able to prove the entirety of the movements of shares that have been made there.
Thus, financial securities can be held and materialized by an entry in the securities accounts on a DEEP. Blockchain allows the storage of title accounts, giving them legal value.
The security account can be managed at an issuer or on the blockchain, whether directly by its owner or by a mandatary appointed for this purpose.
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