Atypical investments, ranging from wine to works of art to containers, represent a complex and often opaque investment universe for the uninitiated. At the heart of this ecosystem is the intermediary in miscellaneous goods (IBD), a player whose activity is strictly regulated by the Autorité des marchés financiers (AMF) to protect savers. Understanding this legal framework is essential for any investor or entrepreneur considering this type of investment. Our firm has a practice dedicated to the law of financing and credit to secure your operations.
This article provides an overview of the regulations applicable to general merchandise intermediaries. We will look at the key definitions, the obligations imposed and the current issues, directing you to more detailed content for each specific aspect.
What is an intermediary in general merchandise (ibd)?
A general asset intermediary is a person or company that offers investments in assets that are not traditional financial products. Their role is to put investors in touch with alternative investment opportunities. Because of the specific risks associated with these markets, which are often less liquid and more difficult to value, the law has imposed a strict framework for supervising their activity and the information provided to the public.
A category of atypical investments
By their very nature, miscellaneous assets are atypical investments. They can be tangible assets such as forests, diamonds or manuscripts, or rights over them. What sets them apart is that they fall outside the traditional field of equities, bonds or other financial instruments. This particularity has led the AMF to exercise heightened vigilance to avoid the abuses and misleading investment proposals that may have existed in the past.
History and development of the regulations
The first legislation governing IBDs dates back to the 1980s, following a number of cases in which savers were harmed. However, this initial framework proved too restrictive and easy to circumvent. Successive reforms, notably the Hamon Act of 2014 and more recently the Pacte Act of 2019, have considerably broadened the scope of regulation. The aim has always been the same: to strengthen investor protection by adapting the law to new forms of investment and new marketing techniques.
Operations and miscellaneous goods subject to regulations
The law does not set out an exhaustive list of the assets concerned, preferring a functional approach. It is not so much the nature of the asset that counts, but the way in which the investment is structured and offered to the public. For a detailed analysis of the the concept of 'miscellaneous goods' and the transactions covered by the regulationsFor more information, see our dedicated article.
Definition and characteristics of miscellaneous goods
A "miscellaneous asset" may be movable or immovable, tangible or intangible. The concept is deliberately broad in order to encompass a multitude of investment schemes. The decisive factor is that the asset is acquired not for personal use, but with a view to financial return. The distinction with a non-regulated atypical investment is sometimes subtle and depends on the conditions of the offer.
Operations covered by the law
An investment offer falls within the scope of the regulations on miscellaneous assets if it meets one of the conditions set out in article L. 551-1 of the French Monetary and Financial Code. In practical terms, this refers to situations where the investor does not manage the property himself, where the contract provides for the option of repossession or exchange with capital appreciation, or, more generally, where a promise of financial return is put forward. This last condition, introduced by the Hamon Act, has made it possible to include many offers that previously escaped AMF supervision.
The business environment for general merchandise intermediaries
To qualify as an IBD, a professional must carry out one or more specific activities defined by law. These activities are subject to precise obligations that vary according to the nature of the offer. To find out more details of the standard and simplified regimes applicable to intermediaries in various goods and their specific obligationsTo find out more, read our full article on the subject.
The different types of intermediation
The term "intermediary" applies to any person who offers to acquire rights in various assets, who collects funds for this purpose, or who is responsible for managing these assets. The mere fact of offering the investment, whether by means of a promotional communication or by canvassing, is sufficient to bring the professional within the scope of the regulations.
Key obligations of ibd
IBDs are subject to a number of constraints to ensure the transparency and security of their operations. Depending on the regime applicable to them (normal or simplified), they must comply with statutory requirements (company form, minimum capital), provide investors with a detailed information document and submit it to the AMF for review prior to marketing. All promotional communications must be clear, accurate and not misleading.
Role of the financial investment adviser (cif) and penalties
Financial investment advisers (FIAs) may also be involved in marketing investments in various goods. Their role is regulated and they may be held liable in the event of misconduct.
Advice on transactions involving various goods
An FIA is authorised to provide advice on transactions involving various types of property. In doing so, they must comply with all the obligations associated with their status, in particular the duty to provide advice. They must ensure that the investment proposed is suited to their client's risk profile, financial situation and objectives. Their independence and the clarity of their remuneration are fundamental elements of investor protection.
Risks and penalties: what does the law say?
Failure to comply with the regulations exposes IBDs and CIFs to severe penalties. Penalties can include imprisonment and substantial fines. The AMF also has the power to impose disciplinary sanctions, ranging from warnings and reprimands to bans on practice and fines of up to €100 million. These measures are designed to deter illegal practices and maintain confidence in the market.
Current and future challenges: digital assets and nft
The emergence of digital assets, cryptocurrencies and NFTs (Non-Fungible Tokens) poses new challenges for regulation. The question of their legal classification is at the heart of the debate: can they be considered as miscellaneous goods? The law's broad definition could allow them to be included, but uncertainty remains. For a specific analysis of this topical issue, see our article on exploring the regulatory challenges posed by digital assets and NFT in the context of general property.
The regulation of property intermediaries is a technical field that is constantly evolving. Qualifying an offer and the resulting obligations require a precise legal analysis to ensure the security of transactions for both the intermediary and the investor. For an in-depth analysis of your situation and tailored advice, contact our team of lawyers.
Frequently asked questions
What is a general goods intermediary (GGI)?
An IBD is a professional who offers investments in non-financial assets (wine, art, forests, etc.) with a potential return. Their activities are strictly regulated by the Autorité des marchés financiers (AMF) to protect investors.
What types of products are considered "miscellaneous goods"?
There is no fixed list. A "miscellaneous asset" can be any movable or immovable asset (diamonds, manuscripts, containers, etc.) as long as it is offered as an investment managed by a third party or with a promise of financial return.
Is registration of an offer by the AMF a guarantee of quality?
No. Registration by the AMF means that the information document provided to investors is deemed to be complete and clear. It does not imply any endorsement of the advisability or profitability of the investment, nor does it guarantee the capital invested.
Why have IBD regulations been tightened?
Successive laws (notably Hamon in 2014 and Pacte in 2019) have strengthened the framework to better protect savers. The aim was to broaden the scope of application to new offers that circumvented the initial regulations and to improve the transparency of information.
Are cryptocurrencies and NFTs miscellaneous goods?
The issue is complex and hotly debated. In the absence of specific legislation excluding them, an offer structured around these assets could, depending on its characteristics, fall within the scope of the regulation of miscellaneous goods if it emphasises a financial return.
What are the main risks for investors?
The main risks are capital loss, lack of liquidity (difficulty in reselling the property), opaque valuation and the risk of fraud if the intermediary is not duly registered and supervised by the AMF.
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