Seizure of shares in France is open to any creditor holding a French enforceable title, and it reaches company interests as well. The route is not the one most English-language sources describe. French law does not run two procedures, one for listed securities and one for the rest. A wrong assumption about who receives the writ has already cost a creditor its whole claim.
One regime, not two: what a creditor can seize in France
French law applies one seizure regime to all incorporeal rights, whether the debtor holds listed shares, unlisted shares or company interests in a partnership. Article L. 231-1 of the Code of Civil Enforcement Procedures opens the measure to any creditor holding an enforceable title for a liquid and due claim.
The French name says what the measure covers: saisie des droits d’associé et des valeurs mobilières, the seizure of shares and company interests. The same article fixes the perimeter by exclusion: incorporeal rights other than claims for sums of money. Money owed to the debtor therefore falls under another enforcement measure.
The unity of the regime is written into the code twice. Article R. 231-1 states that the seizure of incorporeal rights is governed by that single title. Contrary provisions and the specific nature of a right qualify that rule. Article R. 232-1 then names company interests and securities in a single sentence, with one verb and one third party served. Only three of the articles of the title are statutory, the rest being regulatory.
The code does draw a line, but it draws it at the sale. One sub-section of the sale chapter gathers company interests and securities not admitted to trading. The criterion is admission to trading on a regulated market or a multilateral trading facility, not the corporate form of the issuer. A joint stock company (société par actions) and a partnership therefore follow the same procedure until then.
English-language sources routinely describe two procedures, one for listed securities and one for everything else. Yet French law runs a single procedure. French commentators read the code the same way, since the third party served follows the legal regime of the rights seized. What changes is who receives the writ, and how the securities are eventually sold.
Who the writ must be served on: issuer, registrar or account holder
The writ is served on the issuing company or legal person as a matter of principle. Article R. 232-1 of the Code of Civil Enforcement Procedures says so in one sentence, for shares and company interests alike. Three exceptions displace that principle, and each turns on how the securities are registered, never on whether they are listed.
Article R. 232-2 sends the writ to the agent keeping the company’s registered securities accounts. The company must give that agent’s name to the commissaire de justice (formerly huissier de justice since 1 July 2022). Article R. 232-3 sends the writ to the authorised intermediary holding the securities account, for bearer securities. The same article covers administered registered securities, where the account holder has an intermediary managing the account.
Article R. 232-4 adds an option, not an exception. The creditor may seize, with one authorised intermediary, every security registered in the debtor’s name. A creditor who does not know the portfolio therefore needs only the bank or broker keeping the account.
Choosing the wrong third party is not a formal defect. On 8 December 2022, the Court of Cassation ruled on a writ served on the bank keeping the debtor’s securities account (Cass. 2e civ., no. 19-20.143). The bank held units in a société civile de placement immobilier, a French property investment vehicle. Those units are not negotiable securities, so Article R. 232-3 did not apply and Article R. 232-1 pointed to the issuing company. Service on the intermediary was therefore without effect and froze nothing. The creditor held an enforceable title, served a writ regular in form, defeated the debtor’s challenge, and recovered nothing.
The third party served (tiers saisi) is not the creditor’s to choose. The nature of the security and its mode of registration fix it. The ruling does not displace account keepers: Articles R. 232-3 and R. 232-4 name them expressly. Checking how the securities are registered costs less than any other step, and our work on seizing shares and company interests starts there.
Serving the seizure: mandatory particulars, notice to the debtor, challenge
No prior order to pay is required in France. The creditor instructs a commissaire de justice. That judicial officer serves a writ carrying five particulars on pain of nullity. The writ must reach the debtor within eight days, on pain of lapse.
Article R. 232-5 sets the particulars out: the debtor’s identity, the enforceable title, the sums claimed in principal, costs and interest, and the rate. The fourth states that the seizure reaches the financial rights attached to all the debtor’s shares and securities. The fifth summons the third party served to disclose any existing pledge or seizure.
The seizure is not capped at the securities needed to pay the debt, since it reaches the debtor’s entire holding. Article R. 232-8 fixes the effect: the seizure freezes the debtor’s financial rights (indisponibilité). The texts stop there, and do not extend the freeze to voting rights. Distributable profits count among those financial rights (Cass. 2e civ., 21 June 2007, no. 06-13.386). That ruling concerned a precautionary seizure, and the identical wording makes the transposition a reading.
Those eight days belong to the debtor, not to the third party. Article R. 232-6 sets that deadline on pain of caducité, the lapse of the seizure, where nullity would only vitiate the act. The texts set no time limit and no penalty for the third party’s answer to that summons.
The debtor then has one month from that service to challenge the seizure. The challenge takes the form of an assignation, a writ of summons before the juge de l’exécution, the enforcement judge of the debtor’s domicile. Article R. 232-7 adds a sharper deadline: the debtor must notify the challenge to the commissaire de justice by registered letter with acknowledgment of receipt. That notice is due the same day, or the next business day at the latest. Both deadlines bite on pain of inadmissibility. A certificate of no challenge, or a judgment dismissing it, opens the forced sale (Article R. 233-1).
Where the two paths split: sale of admitted securities, auction of everything else
The single regime splits at one point only, and Article R. 232-6 marks it. Securities admitted to trading on a regulated market or a multilateral trading facility are sold under Article R. 233-3. Company interests and unlisted securities follow Articles R. 221-30 to R. 221-32, then auction.
A second text confirms the reading. Article R. 524-4, on converting a precautionary seizure into an enforcement seizure, reproduces that split word for word.
| Stage | Securities admitted to trading | Company interests and unlisted securities |
|---|---|---|
| Private sale by the debtor | One month to instruct the sale (R. 233-3) | One month to find a buyer (R. 221-30) |
| Creditors’ answer | None | Fifteen days from the registered letter; silence counts as acceptance (R. 221-31) |
| Failing a private sale | Forced sale, without auction (R. 233-4) | Auction, or adjudication (R. 233-5) |
| Conditions of sale (cahier des charges) | None | Articles of association and valuation documents; two months for observations (R. 233-6, R. 233-7) |
| Advertising | None | Press, one month to fifteen days before the sale (R. 233-8) |
On the admitted side, the proceeds stay frozen with the authorised intermediary holding the securities account, earmarked to pay the creditor. The freeze lifts on the surplus once the creditors are paid in full. One prerogative survives the forced sale. The debtor may tell the third party served in which order the lines are sold, and silence bars any challenge to that choice.
Approval clauses and rights of first refusal in the articles of association bind the successful bidder only if they appear in the conditions of sale. The Cour de cassation drew the consequence on 14 January 2009 (3e civ., no. 07-17.619). The decision applied Article 190 of the 1992 decree, codified as R. 233-6. A bidder who has not challenged the conditions of sale before the day of the auction is time-barred from discussing them. So read the cahier des charges before bidding.
French commentators read the imbalance as deliberate. The absence of objective value, and the intuitu personae of unlisted holdings, justify a sale procedure heavier than the one applied to listed securities. That weight falls on the pursuing creditor, who advances the costs and waits longer for payment.
What the creditor actually recovers: no priority, ranking, and the 2026 reserve price
Seizing first gives a creditor no rank in France. Article R. 233-2 divides the sale proceeds among every creditor who seized before the sale. Article L. 233-2 admits to that price only creditors who came forward before the sale takes place. A new Article L. 233-1, in force since 28 May 2026, governs the reserve price.
The seizure of shares and company interests has no attributive effect, unlike a saisie-attribution. French law makes the seizing creditors share the price rather than rank them by date. A creditor who seizes first and stays silent until after the sale recovers nothing, because the proceeds reach only those who came forward.
A precautionary seizure levied before the seizure that led to the sale is not lost. The creditor takes part in the distribution of the price, but the sums due go to the Caisse des dépôts et consignations. That deposit lasts until the creditor obtains an enforceable title for its claim.
In an auction, the pursuing creditor sets the reserve price, or mise à prix. That power is not unchecked. The debtor may apply to the enforcement judge where that price is manifestly insufficient. The judge then fixes a price in line with the market value of the rights and market conditions. Article L. 233-1 of the Code of Civil Enforcement Procedures has said so since 28 May 2026.
Earlier, on 17 November 2023, the Conseil constitutionnel ruled in decision no. 2023-1068 QPC, Vente par adjudication de droits incorporels saisis. The decision declared a total non-conformity with the Constitution, with deferred effect. Law no. 2026-403 of 26 May 2026 created Article L. 233-1, at its article 82.
The 2026 renumbering traps anyone checking older sources. The rule now in Article L. 233-2 was numbered L. 233-1 until May 2026. An older source citing Article L. 233-1 therefore points at today’s Article L. 233-2, not at the reserve price. A creditor may read a 2025 memorandum, check the current code, and land on the wrong article.
Foreign creditors: the title requirement and the precautionary route
A foreign creditor needs a French enforceable title before serving any writ. Article L. 111-3, 2° of the Code of Civil Enforcement Procedures admits foreign judgments and arbitral awards once declared enforceable, subject to European Union law. A precautionary seizure is available earlier, under Article R. 524-1.
Article L. 231-1 sets one condition for every creditor: an enforceable title recording a liquid and due claim. Nationality changes nothing in that test. Cross-border enforcement adds a step, not a separate regime, because Article L. 111-3 draws a closed list of enforceable titles. Foreign judgments and arbitral awards enter that list through its 2° alone. The 2° admits them only if no suspensive appeal lies against the decision declaring them enforceable. Our guide to what counts as an enforceable title sets out the list in full. Whether a given foreign decision reaches that list is a separate question. Two further guides address how foreign judgments are declared enforceable and titles rendered in the European Union.
A creditor without a title recognised in France can still act. Article R. 524-1 opens a precautionary seizure of the same securities and company interests. That chapter of the code carries no statutory article at all, and Articles R. 524-1 to R. 524-6 are its whole text. The text sends the creditor back to Articles R. 232-1 to R. 232-4, so the same rules govern who receives the writ. The act carries the same five particulars on pain of nullity. The second particular differs: the act names the authorisation or the title behind the seizure.
Once the creditor obtains an enforceable title, Article R. 524-4 requires an act of conversion. The conversion reproduces the same split between securities admitted to trading and everything else. Recognition of the foreign title therefore falls in the middle of the route, not at its start. The wider sequence sits in our guide to enforcement procedures in France.