FRANCE Law and Practice Contributed by: Raphaële Courtier, Sébastien de Monès, Victor Camatta and Jessica Chartier, Bredin Prat
maritime mortgages and vessel sequestra- tion, which entered into force on 1 January 2022) (the “Decree 2021-1887” ) • Decree No 2021-1888, dated 29 December 2021, relating to the rules regarding enforce- ment of securities from a civil procedure standpoint, which entered into force on 1 January 2022; and • Decree No 2021-1889, dated 29 December 2021, which co-ordinates changes made by the Ordinance in various codes (such as the French monetary and financial code or the French building and housing code), which entered into force on 1 January 2022. In addition, four ministerial rulings were pub- lished on 23 October 2023 (and entered into force on 28 October 2023) regarding legal tech- nicalities of the registration, renewal of registra- tion and radiation of some security interests. Shares The form of share pledge will depend on the cor- porate type of the company the shares of which are subject to the pledge. • A pledge over shares if the company is registered as a limited liability company (ie, a société à responsabilité limitée ), a partnership (ie, a société en nom collectif ) or a private company (ie, a société civile ). A pledge over shares must be evidenced in writing in a notarised deed or a private deed. The writ- ten agreement must mention the secured debt and the number of pledged shares. This agreement will then have to be registered (and further renewed after five years) with the registrar ( greffe ) of the relevant commercial court in France to be enforceable against third parties. • A pledge over a financial securities account if the company is registered as a limited
liability company (ie, a société anonyme or a société par actions simplifiée ), which will include in its scope the securities account where the pledged shares are registered and a special-proceeds bank account opened in the name of the debtor where the dividends paid on the pledged shares will be credited. The Ordinance has provided clarifications on this special-proceeds bank account. Since 1 January 2022, it is now possible for the parties to expressly exclude the dividends and other cash proceeds from the scope of the pledge. In addition, the cash proceeds can be credited at any time on the special- proceeds bank account and will be deemed to be included in the scope of the pledge as from the date of signature of the statement of pledge (see below), no matter the date on which such bank account is effectively opened. In case of failure to credit any cash proceeds on such bank account on the date on which the pledge is enforced, such cash proceeds will be considered as excluded from the scope of the pledge. The financial securities account pledge is per- fected by the mere signing by the pledgor of a statement of pledge. On the basis of the state- ment of pledge, the pledge is then registered in the share register of the issuing company and in the shareholder’s account of the pledgor. Usually, acknowledgements of pledge will be requested to be signed by the financial securi- ties account holder (the issuing company or a third party which holds the share register on its behalf) and, as the case may be, by the bank account holder. Inventory Two types of pledge over inventory co-existed under French law before the Ordinance; ie, the civil law pledge over inventory ( gage de biens
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