Shareholders' accounts

1. SHAREHOLDERS' ACCOUNTS - DEFINITION AND SCOPE

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Shareholder accounts or securities accounts are materialized in a paper register, inserted in the register of movements of shares of a company. More precisely, they correspond to all the accounts owned by the various shareholders of a given company. Each sheet is associated with an account, itself assigned to a shareholder, and it transcribes information relating to the transactions carried out by said shareholder on said account.

When the law requires the establishment of a register of movements of shares, it offers the possibility of integrating shareholders' accounts. This is particularly the case for joint stock companies (public limited company, simplified joint stock company, etc.).

This summary does not apply to other companies whose capital is divided into shares.

In the end, all joint stock companies subject to the legal obligation to establish a register of movements of shares may insert, in the same register, a section devoted to shareholder accounts. In other words, the register of movements of securities includes:

• In the first part: the history of the movements that have affected the company's shares (subscription, donation, transfer, pledge...);

• In a second part: a sheet for each shareholder that transcribes both his identity, his account number and all the movements made on said account.

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2. SHAREHOLDERS' ACCOUNTS - LEGAL FRAMEWORK

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2.1. BONDS

As a reminder, a security is a financial title whom Give or can give access to capital of a legal person, this is in particular the case of shares, bonds, bonds.

Articles L. 228-1 paragraph 6 and L. 211-17, I of the Commercial Code indicate that The securities of joint stock companies are recorded on a security account. Also, in order for the transfer of ownership of a security to take place, the law requires either:

• To mention it in the securities accounts of the interested parties either;
• To register on a shared electronic registration device (DEEP) or Blockchain).

Furthermore, article R. 228-8 of the said Code provides, for all joint stock companies :

• La mandatory maintenance of registered shares registers (register of movements of securities);
• La possibility of keeping files containing information relating to shareholders and their titles (shareholder accounts).

The legislator gives priority to the content of the register of movements of shares over that of shareholders' accounts:” The mentions in these files cannot be used against those contained in the registers. ”.

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SYNTHESIS

All joint stock companies:

• Have the obligation to establish a register of movements of securities;
• Have the option of keeping a register of shareholders.

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2.2. MENTIONS

The information that appears on the sheet of a shareholder account is legal or based on practices developed by practice.

‍2.2.1. LEGAL NOTICES

Article R. 228-8 paragraph 3 of the Commercial Code provides that each sheet of a shareholder account must contain:

• The identity of the account holder (first and last names or company name, postal address and fiscal residence);
• Information relating to titles (number, category and numbers of titles).

2.2.2. MENTIONS DEVELOPED THROUGH PRACTICE

In practice, in order to complete the above mentions, mention is also made of:

• Account number;
• Account characteristics (pure or managed nominative, bank account, etc.) );
• Information relating to transactions (order number, date and nature of the movement and any observations).

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2.3. CONSERVATION AND INTERESTS

Like the RMT, shareholder records must be kept for a minimum of 5 years from the end of their use. The advantage of keeping the shareholder register is to preserve evidence of all the transactions that have been carried out by all the shareholders of a company. Thus, it corroborates the register of movements of securities and all the acts that may have been established.

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2.4. SANCTIONS

Article R. 228-8 of the Commercial Code does not provide for any sanctions. However, the company must be able to prove, during tax audits in particular, that the information transcribed in the movement orders or in the cerfa is accurate. Proof can be provided by producing a register of movements of shares and shareholders' accounts.

In conclusion, even if the Commercial Code does not directly sanction companies that do not comply with the obligations in terms of registering movements of shares and shareholder accounts. Indirectly, they may be held responsible in the event of checks carried out by the various institutions.

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2.5. DEMATERIALIZATION

The issue of dematerialization of registers is at the heart of our society. The era of digitalization is leading to the rethinking of laws. Thus, Article R. 228-8 of the Commercial Code offers the possibility, for all joint stock companies, to keep their records of shareholders and movements of shares on any sustainable medium (paper, digital, in Blockchain...).

The purpose of this provision is to allow the dematerialization of registered shares registers and shareholder accounts.

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3. SHAREHOLDERS' ACCOUNTS - CONCLUSION

Shareholder accounts are, by law, secondary in nature. They complete the register of movements of shares. However, establishing a shareholder register is just as important. Indeed, they make it possible to confirm and detail all the data entered in the register of registered shares. The shareholder register also allows companies to monitor the transactions carried out by each shareholder.

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