Decree No. 2019-1118 of October 31, 2019, on the dematerialization of ledgers, minutes and decisions of companies and accounting records of certain merchants allows the keeping of records electronically. This text came into force on November 4, 2019, the day after its publication in the Journal officiel de la République Française (JORF).
Indeed, since the entry into force of the decree, it is possible for companies to keep the said ledgers in an electronic and entirely dematerialized way:
➟ The record of the proceedings of partners in general partnerships, limited partnerships, and limited liability companies, including single-member limited liability companies.
➟ The ledger of the proceedings of the board of directors or the supervisory board in joint stock companies.
➟ The ledger of attendance at such boards and ledger of deliberations of shareholders' meetings in joint stock companies.
➟ The ledger of proceedings of meetings of bondholders and meetings of holders of securities giving access to capital in joint stock companies.
➟ The book of receipts and the ledger of purchases for merchants under the micro-enterprise tax regime.
These registers are not registered on the blockchain , unlike securities movements, but they must still meet certain conditions:
If these conditions are met, the ledger will have the same legal value as the old paper ledger and the company will be able to manage it electronically and dematerially.
As for civil companies, they can also keep the ledger of partners' deliberations in a dematerialized manner. Moreover, the minutes of the latter must be certified by electronic signature (Article 45 decree n°2019-966 of September 18, 2019).
As far as the electronic signature is concerned, it has been recognized by French law since the law 2000-230 of March 13, 2000 on the right of evidence and information technologies. Nevertheless, companies had to keep certain records on paper.
In fact, it is in consideration of Article 26 of EU Regulation No. 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market (eIDAS)taken up by Article 1367 of the Civil Code, that the decree specifies the necessary signature.
This has made it possible to extend the use of the electronic signature to all forms of company, until now only to SAS if their articles of association provided for the ledger in electronic form containing the decisions of the partners or the sole partner.
Thus, according to Article26 of the eIDAS Regulation No. 910/2014, the advanced electronic signature includes several requirements:
➟ Be related to the signer;
➟ Identify signer;
➟ Have been created using electronic signature creation data that the signatory can use under his or her sole control;
➟ Linked to the data associated with this signature in such a way that a subsequent change is detectable.
However, in accordance with the provisions of article R.227-1-1 of the French Commercial Code, this level of signature is applicable on a suppletive basis in the SAS when the articles of association do not specify the modalities of this signature. The SAS can therefore provide for other methods of signing the ledgers in electronic form.
