Movable sureties are guarantees on movable property, such as stocks, vehicles, business assets, company shares, receivables and securities accounts. Article 2329 of the Civil Code sets out the list: movable liens, pledges of tangible movables, pledges of intangible movables, property retained or assigned as security. Since the reform of 15 September 2021 (Order no. 2021-1192), the system has been thoroughly modernised.
In practice, these guarantees are ubiquitous in business life. A creditor who lends to a company will demand a pledge on the business or a lien on the stocks. A supplier protects its receivables with a retention-of-title clause. An investor pledges shares in the company. But the effectiveness of these securities depends entirely on compliance with the formalities for creating and publicising them. If a pledge is badly drafted or not registered, the guarantee cannot be enforced against third parties.
Solent Avocats acts on both the creditor's and the debtor's side: constitution and drafting of deeds, registration in the personal property security register, defence in the event of a challenge to the validity of the deed, compulsory enforcement in the event of default. Our firm, founded by Raphaël MORENON and Charlotte GAUCHON, lawyers at the Marseilles Bar, specialises in the law of securities and guarantees, enforcement and commercial law.
To secure a movable collateral or contest a guarantee that has been invoked against you, contact our firm.
Legal focus
Civil Code, art. 2329 - Security interests in movables are: 1° liens on movables; 2° pledges of tangible movables; 3° pledges of intangible movables; 4° ownership retained or assigned as security.
Overview of movable securities
Le pledge relates to tangible movable property (art. 2333 C. civ.). It may be possessory or non-possessory. The possessory pledge is the oldest form: the debtor hands the property over to the creditor, who retains it until payment is made. The non-possessory pledge, which is more common in commercial practice, allows the debtor to retain the use of the asset while constituting the security. It requires the pledge to be in writing and entered in the personal property security register.
Le pledge is the equivalent of a pledge for intangible assets (art. 2355 C. civ.): goodwill, company shares, receivables, patents and trademarks. The pledge of business assets (art. L.142-1 et seq. of the Commercial Code) is one of the most commonly used in banking practice. It gives the creditor a preferential right to the sale price of the business, but does not give the creditor the right to operate the business.
La retention of title is a different mechanism: the seller retains ownership of the property until the price has been paid in full. This is a formidable weapon in the event of the buyer's insolvency proceedings, as the seller can claim his asset as part of the debtor's estate.
La assignment of receivables as security (cession Dailly, art. L.313-23 et seq. of the French Monetary and Financial Code) is widely used by banks to secure credit lines. The assignor transfers business receivables to the credit institution, which takes ownership of them as collateral.
| Type of security | Plate | Formalities | Main effect |
|---|---|---|---|
| Pledge (with delivery) | Personal furniture | Written + delivery of the item | Right of retention + preference |
| Pledge (without dispossession) | Personal furniture | Written + register entry | Preference (no retention) |
| Pledging of business assets | Business assets | Written + TC registry entry | Preferential right on price |
| Pledge of shares | Shares | Written + service or registration | Preference + possible allocation |
| Reservation of ownership | Property sold | Written clause before delivery | Claiming the property |
| Dailly transfer | Trade receivables | Signed slip | Transfer of ownership |
Setting up and publishing a security interest: pitfalls to avoid
The creation of a movable security requires a written document, on pain of nullity (art. 2336 C. civ. for pledges, art. 2356 C. civ. for pledges). The deed must contain mandatory information: designation of the debt secured, description of the encumbered assets, maximum amount secured. Failure to do so may result in the guarantee becoming null and void.
Publicity is the second critical point. To be enforceable against third parties, a non-possessory pledge must be entered in the register of movable securities kept by the commercial court registries. Registration is for a limited period - 5 years for non-possessory pledges (art. R.521-13 C. com.) - and must be renewed, failing which the pledge will lose its ranking and enforceability against third parties.
The relationship with insolvency proceedings is a minefield. Securities constituted during the suspect period (between the date of cessation of payments and the opening judgment) are null and void (art. L.632-1 C. com.). A creditor who has taken out a pledge or collateral a few weeks before the reorganisation or liquidation is opened runs the risk of seeing his security cancelled.
The non-possessory pledge of fungible goods (stocks, raw materials) poses a particular problem: if the debtor disposes of the pledged goods without a replacement clause or real subrogation, the creditor loses his preferential right. The drafting of the deed must anticipate this difficulty.
Depending on the configuration of the file, you can also consult our pages dedicated to mortgagesat surety bond and our hub securities and guarantees.
Implementation and litigation
When the debtor defaults, the creditor has several ways of enforcing his security. Judicial assignment allows the court to transfer ownership of the pledged asset to the creditor, up to the amount of the secured debt. The commissory agreement - a clause included in the constitutive deed - allows this transfer to take place without going to court, provided it has been drafted precisely (com., 18 June 2025, no. 23-50.015). Forced sale by auction remains an option, particularly for assets of significant value.
Litigation concerning movable sureties focuses on three points: the validity of the constitution (writing, particulars, consent), opposability to third parties (registration, renewal), and the creditor's ranking in the event of competition between several sureties or in collective proceedings (com., 14 June 2023, no. 21-15.864).
Recent case law illustrates the vigilance required. The Court of Cassation has ruled that the conditions for the enforceability of a non-possessory pledge on stocks of vehicles must be strictly complied with (com., 1 April 2026, no. 22-23.641). It also clarified what happens to the pledge of a business in the event of judicial liquidation (com., 4 March 2026, no. 24-20.020).
Whether you are a creditor seeking to enforce your security or a debtor contesting the validity of a guarantee, our firm will analyse your case and devise an appropriate strategy.
Why choose Solent Avocats for a personal property security case?
Movable securities are at the crossroads of collateral law, commercial law and insolvency law. A pledge of a business is not dealt with in the same way if it is taken in the context of traditional bank financing or in the context of a company in difficulty. Our firm practises in all three areas, enabling us to deal with each case in its entirety - from the drafting of the deed to the litigation involved in enforcing it, including the complications associated with insolvency proceedings.
To secure a guarantee, check the validity of an existing security or prepare for a dispute, contact our firm. The solidity of a movable security depends on how it is drafted.
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