The dematerialisation of commercial paper took a decisive step forward with the Attractiveness Act of 13 June 2024. This legislation revolutionises the law governing bills of exchange by creating electronic transferable securities. A major innovation, it modernises instruments rooted in a centuries-old paper tradition. Companies now have a legally secure solution for their dematerialised transactions.
Electronic transferable securities: a new legal category
Law no. 2024-537 of 13 June 2024 introduces a new legal category: the electronic transferable document. Article 14 defines it as "a writing that represents an asset or a right and that gives its holder the right to demand performance of the obligation specified therein as well as the right to transfer that right".
This innovation is directly inspired by the model law on electronic transferable records adopted by UNCITRAL in 2017. Its adaptation to French law meets two central objectives:
- Modernising commercial finance
- Improving the efficiency of international transactions
The legislator has precisely defined the scope of this scheme. It covers :
- Bills of exchange and promissory notes
- Receipts and warrants
- Negotiable sea or river bills of lading
- Insurance policies to order or to bearer
- Dailly transfer slips
On the other hand, financial instruments and cheques are explicitly excluded, as they retain their own regime.
The legal framework: conditions of validity
The legal framework for the electronic transferable document is based on four main pillars derived from Article 15 of the law:
- The drawing up and signing of the document in electronic form must comply with the conditions set out in articles 1366 and 1367 of the French Civil Code. These provisions guarantee the equivalence of electronic and paper documents.
- The transfer, delivery, presentation and modification of the document must be carried out using a "reliable method". This reliability requirement is the crux of the system.
- The bearer must have "exclusive control" of the security. This concept replaces that of physical possession, which is characteristic of paper instruments.
- The uniqueness of the title must be guaranteed to avoid any risk of duplication.
These conditions combine the requirements of electronic evidence law with those of traditional contract law. They ensure legal continuity with paper instruments while adapting them to the digital environment.
The validity of the electronic transferable document is therefore assessed on the basis of these technical and legal criteria, as detailed in our complete guide to commercial paper for businesses.
The special features of electronic documents
Electronic transferable securities have a number of distinctive features that set them apart from their paper counterparts.
Establishment and sole control
The holder of the electronic certificate is the person who has "exclusive control" over it. This central concept replaces the physical possession of a paper security. It gives the holder three essential prerogatives:
- Exercise the rights attached to the share
- Modify the title or have it modified
- Transfer title to a third party
The concept of exclusive control is based on secure technologies that unambiguously identify the legitimate bearer.
Endorsements and amendments
The traditional notices (endorsement, acceptance, guarantee) may appear "in any appropriate place" on the electronic document. The only condition laid down by law is that "their nature and purpose are unambiguous from their terms".
This flexibility breaks with the rigid formalism of paper-based instruments, where the placement of information is of vital importance. It illustrates the pragmatic adaptation of contract law to digital media.
Presentation and delivery
Electronic transferable securities are presented or handed over by electronic communication to the address indicated by the recipient. There are two alternative methods:
- Sending the title directly
- Communication of information enabling access
The effectiveness of this presentation is established either by explicit acknowledgement of receipt or by deduction from the recipient's behaviour. This flexibility facilitates digital exchanges while preserving legal certainty.
Transfer and endorsement
The rights attached to the share are transferred by transferring exclusive control. This dematerialised operation replaces the physical delivery of the paper security.
The blank endorsement, a common practice for paper instruments, now has an electronic equivalent: the bearer is identified as the person exercising exclusive control over the instrument. This adaptation preserves the flexibility of transmission methods that is characteristic of the law of exchange.
These technical features are detailed in our articles on bill of exchange and the promissory note.
Legal effects: equivalence with the paper title
Article 16 of the law enshrines the fundamental principle of equivalence: the electronic transferable document has "the same effects as the paper-based transferable document".
However, this equivalence is subject to two cumulative conditions:
- The electronic certificate must contain all the information required for a paper certificate
- A reliable method must guarantee :
- The uniqueness of the title
- Identification of the holder as having sole control
- The establishment of this exclusive control
- Identification of successive signatories and holders
- Preserving the integrity of the title
- Certification of the changes made
This last requirement forms the technical core of the system. It is the legal translation of the guarantees offered by secure technologies such as blockchain and distributed registries.
The law also enshrines the principle of two-way conversion: a paper document can be converted into an electronic document and vice versa. This reversibility facilitates the transition to digital technology without a sharp break with established practices.
Practical applications: electronic bills of exchange and promissory notes
Dematerialisation primarily concerns bills of exchange and promissory notes, the pillars of commercial financing.
Electronic bill of exchange
Article 17 of the Act creates article L. 511-1-1 of the French Commercial Code, which expressly extends the system of electronic transferable securities to bills of exchange. This article confirms that bills of exchange can now be :
- Established in electronic form
- Electronically signed
- Paperless transfer
The essential functions of the bill of exchange are preserved, in particular its ability to materialise and mobilise trade receivables. Dematerialisation makes it possible to optimise processing while maintaining the legal guarantees attached to this instrument.
Electronic promissory note
Similarly, the newly created article L. 512-1-1 extends the system to promissory notes. This extension harmonises the regime for the two main commercial paper instruments.
The dematerialisation of the promissory note is of particular interest to financial institutions that use it as a credit-raising technique. It simplifies the processing of transactions while reducing the risks associated with the physical handling of securities.
These practical applications make it possible to avoid the risks traditionally associated with paper effects, particularly in terms ofeffects of convenience.
Impact on financial operations
The dematerialisation of commercial paper is profoundly changing the financial practices of companies and banks.
Supply chain financing
Supply Chain Finance benefits directly from this development. Electronic securities make it easier :
- Access to commercial finance for SMEs
- Faster payment cycles
- Reducing administrative costs
Large companies can now offer their suppliers fully dematerialised financing programmes, based on electronic bills of exchange.
Mobilisation of receivables
Dematerialisation makes the mobilisation of trade receivables more efficient. Banking institutions can process discounting and factoring operations more quickly and at lower cost.
The traceability inherent in electronic securities secures these transactions by reducing the risks of fraud or double mobilisation. This increased security makes it easier for companies to finance their working capital requirements.
International applications
International trade is a key area of application for electronic transferable securities. French law is part of a global movement to harmonise legal frameworks, inspired by the UNCITRAL model law.
This convergence facilitates cross-border transactions by reducing the friction associated with legislative differences. The international aspects are detailed in our article on conflict of laws regarding commercial paper.
Transition management
The transition to electronic transferable securities presents organisational and technical challenges that companies need to anticipate.
Conversion and interoperability
The law expressly states that paper securities can be converted into electronic format and vice versa. This provision facilitates the transitional period by allowing the two media to coexist.
However, interoperability between systems is a major challenge. The various platforms developed by financial institutions need to be able to communicate with each other to ensure smooth exchanges.
Adapting information systems
Companies need to adapt their information systems to incorporate electronic documents. This concerns :
- Financial management software
- Internal validation processes
- Interfaces with commercial and financial partners
These technical developments are necessarily accompanied by team training in the new tools and procedures.
Risks and points to watch out for
Despite its advantages, the dematerialisation of commercial paper is not without risks.
Computer security
The security of electronic documents depends entirely on the reliability of the IT systems that manage them. Companies must put in place appropriate protection against :
- Cyber attacks
- Technical faults
- Human error
The robustness of the mechanisms guaranteeing exclusive control over securities is a critical point requiring constant vigilance.
Probationary questions
In the event of a dispute, the proof of transactions carried out on electronic securities can raise specific difficulties. Companies must keep reliable, time-stamped records of :
- Initial issue of the security
- Each transmission
- Any changes
- Presentation and payment transactions
These electronic archives must meet the legal requirements for the preservation of digital documents.
Digital identity management
Reliable identification of successive signatories and bearers is an explicit legal requirement. The digital identity solutions used must guarantee :
- The authenticity of electronic signatures
- Non-repudiation of commitments
- Continuity of the identification chain
This is particularly important for international transactions, where identification standards may vary from one country to another.
Company preparation
To take full advantage of the opportunities offered by dematerialisation, businesses need to prepare methodically.
Audit of existing practices
An inventory of current practices is an essential prerequisite. It enables us to identify :
- The volume and type of commercial paper used
- The partners involved in their treatment
- The internal processes involved
This cartography sheds light on the strategic and technical choices to be made.
Selection of technical solutions
The market now offers various technical solutions for managing electronic transferable securities. Their evaluation must take into account :
- Compliance with legal requirements
- Interoperability with existing systems
- Ease of use for teams
- The level of safety offered
- Overall cost of ownership
The solution chosen must be tailored to the company's specific needs, while guaranteeing that operations comply with legal requirements.
Team training
The transition to electronic securities requires a change in skills. Financial and legal teams need to be trained:
- The legal foundations of the new system
- Selected technical tools
- Adapted procedures
- Managing potential incidents
This training is a key success factor for the effective adoption of the new practices.
Outlook for development
The dematerialisation of commercial paper is part of a wider transformation of business law in the digital age.
The "Attractiveness" Act lays the foundations for a modernised financial ecosystem. The next changes could concern :
- Integration with blockchain technologies
- International harmonisation of legal frameworks
- Extension to other financial instruments
These future developments will gradually enhance the efficiency and security of dematerialised commercial financing.
The transition to electronic transferable securities represents both a challenge and an opportunity for companies. Expert legal support is often decisive in securing this change. Our firm oflawyers in commercial paper law guides you in adapting your practices to this new legal framework. Don't hesitate to contact us for a personalised analysis of your situation.
Sources
- Law no. 2024-537 of 13 June 2024 aimed at increasing business financing and the attractiveness of France
- Commercial Code, articles L. 511-1-1 and L. 512-1-1 (created by the law of 13 June 2024)
- Civil Code, articles 1366 and 1367 on electronic writing and signatures
- UNCITRAL Model Law on Electronic Transferable Records (2017)
- GIBIRILA D., Effet de commerce, Répertoire de droit commercial, Dalloz, January 2023
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