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Droit des sociétés | Loi de finances pour 2021 : focus sur la dématérialisation des registres et des procès-verbaux

Although electronic signatures have been recognised under French law since 2000 by Law n° 2000-230 of 13 March 2000 (on that subject, please see our newsletter COVID-19 Business: focus on the electronic signature), until 2019, business records had to be kept on paper.

Until decree n° 2019-1118 of 31 October 2019 came into force, only a société par actions simplifiée, could keep electronic records of its shareholders’ or sole shareholder’s decisions, if provided for in its Articles of association.

Since 4 November 2019, when the decree came into force, dematerialisation of the following records has been extended to other forms of commercial companies:

• records of shareholders’ resolutions in SNC, SCS and EURL / SARL;
• records of the resolutions of the board of directors or the supervisory board;
• records of attendance at a meeting of the board of directors or supervisory board;
• records of the resolutions of the shareholders meeting of a SA;
• records of resolutions of the meetings of bondholders or holders of transferable securities with access to the capital of joint-stock companies;
• revenues and purchase records, within the framework of a business activity carried out by companies taxable under the micro-entreprise tax regime.

The decree also authorised:

– the electronic signature of minutes of resolutions by management bodies in commercial companies;
– dematerialised record keeping of shareholders’ resolutions and the certification by electronic signature of copies of minutes of shareholders’ resolutions.

Concerning procedures for the dematerialisation process, the 2019 decree imposed (except for sociétés par actions simplifiées which may provide for different signature arrangements) an advanced electronic signature (on that subject, please see our newsletter COVID-19 and Business: focus on the electronic signature) with an electronic timestamp, which offers a full guarantee for use as evidence.

However, until 1st January 2021, the implementation of dematerialisation was blocked for tax reasons.

Indeed, some companies’ official acts must be recorded with the tax authorities.

Yet, article 658 of the French General Tax Code required the submission of acts in the form of original paperwork in order for those formalities to be recorded. Therefore, electronically signed paperwork could not be accepted, except if all of the signatories of the original paper acts countersigned the copy.

Accordingly, many company formalities submitted for registration continued to be so on paper in order to avoid refusal of the registration request.

The French Finance Law for 2021 removed the last obstacles to dematerialisation.

On the one hand, it abolished the compulsory registration of acts recording capital increases in cash or through the incorporation of profits, reserves or provisions, as well as net increases in the capital of companies with variable capital stock recorded at the end of a financial period, reductions in capital and acts recording the formation of economic interest groups or recording capital depreciation.

On the other hand, with a few exceptions, for most acts for which registration remains compulsory, the filing of electronically signed documents is now authorised.

For any further information regarding the dematerialisation of your records and company acts, please feel free to contact us.

Photo by Kelly Sikkema on Unsplash

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