A partners' ledger is a document in which all the information on the transactions carried out by the partners is listed in chronological order. Each partner has his own sheet, which provides a clear picture of all the legal transactions (acquisitions, transfers and pledges) that he has carried out.
Only legal persons with partners, such as civil, limited liability, general and limited partnerships, may be legally and/or statutorily required to establish such a ledger.
Indeed, this legal document is mainly the result of statutory freedom. Although its keeping is covered by Decree No. 78-704 of 3 July 1978 and applicable only to civil companies, all legal persons with partners are able to stipulate the establishment of such a ledger in their articles of association.
Article 51 of Decree No. 78-704 of 3 July 1978 provides, for non-trading companies, that: "Where a ledger<span> of </span>members is provided for in the articles, it shall be kept at the registered office of the company and shall consist of identical sheets used on one side only, in the chronological order in which they were drawn up.
Each of these slips is reserved for a holder of shares by virtue of his ownership or for several holders by virtue of their joint ownership, bare ownership or usufruct of these shares [...].
This ledger must be kept where the articles stipulate that the transfer of shares may be made effective against the company by transfer in its ledgers.
The ledger of partners is mandatory in two cases:
In the absence of a statutory provision, there is no legal or regulatory requirement to keep a ledger of partners.
For all other partnerships (limited liability companies, general partnerships, limited partnerships), only the articles of association can make the establishment of a ledger of partners compulsory.There are no legal or regulatory provisions requiring such a ledger to be kept.
Ultimately, whether it is a civil partnership, a limited liability company, a general partnership or a limited partnership, only the articles of association can require a ledger of partners to be kept.
Article 51 of the aforementioned decree sets out the information that must be entered on each page of the ledger of members. The list provided by the legislator is not exhaustive and it is therefore possible for the drafters of the articles of association to add any other information deemed useful.
The entries listed in Article 51 can be classified as follows:
For example, in the case of the transfer of shares in a civil partnership, the articles of association may make the transfer conditional on the approval of the partners or the manager. In this case, the ledger of partners must record both the date of approval and the body that granted it (extraordinary general assembly, manager, etc.).
As regards the period of retention, there is no legal provision that expressly refers to the ledger of shareholders, so the period of ordinary law applies. Article 2224 of the Civil Code states that: "Personal or movable actionsare prescribed by five years from the day when the holder of a right knew or should have known the facts enabling him to exercise it". However, it is advisable to keep this type of document beyond the legal time limit. Indeed, certain actions such as real estate actions or actions for compensation for personal injury have longer limitation periods (30 years or 10 years). Also, keeping the ledger of partners for more than 5 years will preserve additional evidence of the veracity of the disputed transaction.
The ledger of shareholders corroborates the veracity of various acts which it transcribes. For example, it is advisable to keep both the private deed attesting to a transfer of shares and the ledger of shareholders, which contains the transcript of such an operation. Indeed, keeping such a ledger is crucial for a legal person because it provides a legal document with evidential value.
As mentioned above, the establishment of such a ledger is a matter of statutory freedom. It is therefore necessary to ask whether there are any sanctions in the event of a statutory violation.
First of all, Article 1840 of the Civil Code provides for the civil liability of managers who do not comply with the provisions of the articles of association. In other words, if the manager must keep a ledger of partners because the articles of association require it, he or she is civilly liable for failure to comply with this statutory provision.
Also, the articles of association may expressly provide for sanctions in case of failure to establish a ledger of partners.
The decree of 3 July 1978 does not provide for the dematerialisation of the ledger of members. However, as its keeping is made compulsory by the articles of association, they may also stipulate that it may or must be kept in a dematerialised manner. Indeed, since the entry into force of Decree No. 2019-1118 of 31 October 2019, the dematerialisation of ledgers (of assemblies, accounts, etc.) has proved to be very interesting for legal persons. It saves space and improves the security of the data contained in the various ledgers.
For example, in the case of a ledger of securities movements, dematerialising such a ledger will ensure that it is kept secure and confidential over time. Indeed, the ledger will not be altered by the effect of time or by any incident, and will only be accessible by authorised persons.
In the end, the freedom to ledger partners in the articles of association prevails, both for civil partnerships and for limited liability companies, general partnerships and limited partnerships.
The establishment of a ledger of partners is possible for all companies consisting of partners (civil companies, limited liability companies, general partnerships, limited partnerships).
In the case of civil companies, Decree No. 78-704 of 3 July 1978 provides that a ledger of partners must be kept:
For limited liability companies, general partnerships and limited partnerships, there is no legal or regulatory provision for keeping a ledger of partners. However, statutory freedom allows the drafters of the articles to make it mandatory. In this case, the company and its organs will be obliged to establish it.
The content of the partners' ledger makes it possible to obtain information relating to the partners (identity of the transferor, transferee, debtor, etc.), the operations carried out by the partner (subscription, contribution, pledge, transfer, donation, etc.), the shares (nominal value, quantity subscribed, pledged, transferred, etc.) and the creditors (pledged creditor, amount guaranteed by the pledge, date of pledge, etc.).), the shares (nominal value, quantity subscribed, pledged, transferred, etc.) and the creditors (pledged creditor, amount guaranteed by the pledge, date of the pledge, etc.), but also a legal document with evidential value corroborating the various operations it relates.
