The shareholders' accounts or securities accounts are a paper ledger, inserted in the ledger of movements of securities of a company. More precisely, they correspond to all the accounts owned by the different shareholders of a given company. Each sheet is associated to an account, itself attributed to a shareholder and it retranscribes the information relative to the operations carried out by the said shareholder on the said account.
When the law imposes the establishment of a ledger of securities movements, it offers the possibility of integrating the shareholders' accounts. This is particularly the case for joint stock companies (société anonyme, par actions simplifiée, etc.).
This summary does not concern other companies whose capital is divided into shares.
Finally, all joint-stock companies subject to the legal obligation to establish a ledger of securities movements may insert, in the same ledger, a section devoted to shareholders' accounts. In other words, the ledger of securities movements includes :
As a reminder, a security is a financial instrument that gives or may give access to the capital of a legal entity, such as shares, warrants or 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 registered in a securities account. Also, in order for the transfer of ownership of a security to take place, the law requires either :
In addition, Article R. 228-8 of the said Code provides, for all joint stock companies :
The legislator gives precedence to the content of the ledger of securities movements over that of the shareholders' accounts: "The entries in these files cannot be used as evidence against those contained in the ledgers".
All corporations:
The information that appears on a shareholder's account sheet is of a legal nature or is the result of customs developed by practice.
Article R. 228-8 paragraph 3 of the French Commercial Code provides that each sheet of a shareholder account must contain :
In practice, in order to complete the above mentioned mentions, it is also mentioned :
Like the RMT, shareholder ledgers must be kept for a minimum of 5 years from the end of their use. The interest of keeping the ledger of shareholders is to preserve a proof of all the transactions that have been made by all the shareholders of a company. Thus, it corroborates the ledger of share movements and all the acts that may have been established.
Article R. 228-8 of the French Commercial Code does not provide for any sanctions. However, the company must be able to prove, in particular during tax audits, that the information transcribed in the movement orders or in the cerfa forms is correct. The proof can be provided through the production of a ledger of share movements and shareholder accounts.
In conclusion, even if the Commercial Code does not directly sanction companies that do not comply with the obligations regarding the ledger of securities movements and shareholders' accounts, they may be held liable indirectly in the event of an audit by the various institutions. Indirectly, they may be held liable in case of control by the various institutions.
The issue of dematerialization of records is at the heart of our society. The era of digitalization leads us to rethink the laws. Thus, article R. 228-8 of the French Commercial Code offers the possibility for all joint stock companies to keep their ledgers of shareholders and movements of securities on any durable medium (paper, digital, blockchain...).
The purpose of this provision is to enable the dematerialization of ledgers of registered shares and shareholder accounts.
The shareholders' accounts have, by law, a secondary character. They complement the ledger of share movements. However, establishing a shareholders' ledger is just as important. Indeed, they allow to confirm and detail all the data recorded in the ledger of registered shares. The ledger of shareholders also provides companies with a follow-up of the operations carried out by each shareholder.
