Since November 4, 2019, civil and commercial companies can establish the minutes of decisions of social bodies (general assembly, board of directors, etc.) in electronic form and keep the associated registers in a completely dematerialized manner.

The French legislator has indeed taken note of the need to digitize the legal processes of companies. With the decree of October 31, 2019, it has thus generalized the dematerialization of minutes and registers on which they are recorded. 

Between time saving and productivity, security and confidentiality, the digitization of governance registers is becoming a part of the life of companies and revolutionizing their day-to-day life. 

💡The 2021 finance law now authorizes the registration of electronically signed minutes and thus removes the fiscal obstacle to the dematerialization of registers. Indeed, previously, the registration of acts consecrating certain operations (reduction or increase in social capital, company transformation, dissolution…) was made impossible by their electronic signature.

Affected companies 

The decree n°2019-1118 of October 31, 2019, which came into effect on November 4, 2019, authorizes the digital maintenance of company registers and the electronic signature of minutes for a large number of legal forms. 

Until now, only simplified joint-stock companies (multi-person and single-person) could record their corporate decisions in digital registers, if their statutes provided for it. Other companies were required to keep their registers on paper. 

Thanks to the decree, all capital companies (public limited companies, simplified joint-stock companies) can now digitize the minutes, decisions, and registers.

Affected registers  

The decree allows the digital keeping of the following social registers: 

• The register of general meetings or decisions; 
• The attendance register for shareholder or board of directors or supervisory board meetings in joint-stock companies; 
• The attendance register for board of directors or supervisory board meetings and the deliberations register for shareholder meetings in public limited companies (article R225-20 and article R225-47 of the commercial code); 
• The deliberations register of bondholder meetings and holders of securities giving access to capital (article R228-73, article R228-34 and article R228-48 of the commercial code).
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Guarantees surrounding digital social registers   

In order to guarantee their legal value, the minutes recorded in the digital registers must be certified by an electronic signature and timestamped.

1. Certified electronic signature

Companies that choose to digitize their social registers must ensure that each minute is signed using an advanced electronic signature.

Note: for SAS/SASU, this requirement does not apply if the statutes provide for other procedures for the establishment of electronic minutes (article R227-1-1 of the commercial code).

The signature is considered advanced as long as it meets the 4 conditions provided for by article 26 of the regulation (EU) n°910/2014 :

1️⃣ Uniquely linked to the signatory;

2️⃣ Allows the signatory to be identified with certainty;

3️⃣ Created using creation data that the signatory can use under their exclusive control;

4️⃣ Linked to the data associated with this signature in such a way that any subsequent modification is detectable.

💡To learn more about the electronic signature, we invite you to read our article The electronic signature: what legal framework?

2. Dating

In order to guarantee the probative value of the minutes kept on the registers, they must be electronically dated by a timestamp method.

This dating is for example necessary to prove that the deliberations were held within the legal deadlines.

Digitize your governance registers with Equify!

With Equify, you can save time while benefiting from the same proof guarantees offered by a paper register.

✅ Mailing and electronic signature of your governance documents (minutes of meetings, attendance sheets, decisions, etc.);

✅ Centralization and dematerialized conservation of your registers;

✅ Configurable shares with your investor partners, accountants or auditors;

✅ Smooth collaboration with your law firm thanks to access and permission management.

In addition, the security and confidentiality of your data are guaranteed:

• Hosting of data and backups in France;
• Replication in several data centers to ensure their durability and perennial access even in the event of a disaster;
• End-to-end data encryption.  

Free yourself from time-consuming tasks, save time and increase productivity thanks to digitized social registers!

A trusted partner of companies, the Equify team supports you in your digital transformation.