The publication of legal notices is an obligatory step in many legal transactions in business life. Far from being a mere administrative formality, these publications are an essential mechanism for guaranteeing the legal certainty of transactions. This obligation to publish informs third parties and makes certain deeds enforceable, thereby protecting the interests of everyone in the business world. Find out more about the foundations of this system, its legal framework and the conditions that newspapers must meet in order to publish these announcements.
Why legal notices are essential
The fundamental principle of legal notices is the need to inform third parties. In law, contracts are only binding on the parties who sign them - this is the relative effect of contracts. However, certain legal acts must be enforceable against third parties in order to be fully effective.
Publication in a legal gazette meets this need. It is the legislator's preferred means of informing third parties of certain important legal events.
This obligation to publicise concerns many areas:
Firstly, the life of a company, with the compulsory publications required when a company is incorporated, changes are made to its articles of association or it is wound up. Legal announcements are often a complementary step to registration in the Trade and Companies Register.
Then there are business transactions. Article L.141-12 of the French Commercial Code requires dual publication for the sale or management lease of a business, making the transaction effective against the creditors of the seller or lessor.
The same applies to insolvency proceedings, where decisions to open a safeguard, receivership or compulsory liquidation procedure must be published to inform all creditors.
Lastly, certain events in civil life, such as changes in the matrimonial property regime or the separation of assets, also require publication in order to be enforceable.
Failure to publish a deed generally renders it unenforceable against third parties, even if its validity between the parties is not called into question. This sanction can have serious consequences which, if they are to be managed, may require recourse to the courts. enforcement proceduresThis is particularly true in the case of business transfers, where the purchaser may be liable for the seller's debts to creditors despite payment of the price.
The legal framework for judicial and legal notices
The legal announcement system has evolved gradually since the middle of the 19th century. Initially governed by the decree of 17 February 1852, the system was overhauled by a law of 23 December 1941, then radically reformed by law no. 55-4 of 4 January 1955, which is still the founding text in this area.
This 1955 law established a strict framework for the publication of legal notices, in particular by regulating the conditions that must be met by newspapers authorised to receive such notices. It was supplemented by decree no. 55-1650 of 17 December 1955, which has since been amended several times.
Over time, the system has been enriched by other methods of legal publicity, in particular by registration in official registers accessible to the public. These registers include
The Trade and Companies Register (RCS), which centralises information on commercial businesses and companies.
The civil register, created by decree no. 68-856 of 2 October 1968, which records certain information relating to the status and capacity of individuals.
The special register of leasing contracts, kept by the commercial court registry.
The originality of the French system lies in the coexistence of a dual publicity mechanism: registration in a public register, which may have a constitutive effect, and publication in a legal gazette, which generally has a declaratory effect, making the deed enforceable against third parties.
In recent years, the legal announcement system has undergone major changes, particularly under the impetus of the 2019 PACTE Act, which modernised and simplified the system. The development of digital technology has also transformed the legal announcement landscape, with the introduction of electronic databases and the gradual dematerialisation of publications.
Newspapers authorised to publish legal notices
Not all newspapers can publish legal notices. To be authorised, a newspaper must meet the strict conditions laid down by the Act of 4 January 1955 and its implementing regulations.
Legal conditions for obtaining authorisation
A number of cumulative criteria must be met:
Registration with the Commission paritaire des papiers de presse, which means that the newspaper must not devote more than two-thirds of its surface area to advertising.
Regular publication for at least six months, at least once a week. However, limited suspensions during the summer are tolerated, up to a maximum of two per month.
A publication in the department concerned or including at least one weekly edition for that department.
A minimum distribution level, which varies from department to department and has been set by several successive decrees.
In addition, since the PACTE Act, authorised publications, whether printed or digital, may not devote more than 50% of their content to advertising or announcements, in order to guarantee substantial editorial content.
The prefectoral authorisation procedure
To be authorised, a newspaper must submit an application to the prefecture of the department concerned. As part of this application, the newspaper must undertake to publish judicial and legal notices at the rate set by law.
This request is examined by an advisory committee chaired by the Prefect and comprising:
The president of the tribunal de grande instance of the administrative centre The president of the chambre départementale des notaires or his representative Three newspaper editors appointed by the prefect, at least two of whom are editors of publications likely to receive legal notices
This committee draws up the list of authorised newspapers, which is then formalised by prefectoral decree, generally published in December for the following year.
The authorisation may be suspended by prefectoral order for three months in the event of a breach of the regulations, and this suspension may become permanent in the event of a repeat offence.
Official publications exempt from authorisation
Certain official publications are exempt from the authorisation procedure. These include
From the Journal officiel de la République française From the Bulletin officiel des annonces légales obligatoires (BALO) From the Bulletin officiel des annonces civiles et commerciales (BODACC) From the Bulletin officiel des annonces des marchés publics (BOAMP)
These official publications complement the legal gazettes. For example, the BODACC publishes notices of entries in the Trade and Companies Register, while the BALO publishes notices of companies making public offerings.
It should be noted that the BODACC has been entirely dematerialised since the law of 6 August 2015, illustrating the trend towards digitisation of legal advertising media.
Understanding the legal notices regime is an important issue for any business. Incorrect or missing publication can have significant legal consequences. To ensure that your legal publication procedures are secure and that you comply with your obligations in this area, our firm is at your disposal for personalised assistance.
Sources
- Law no. 55-4 of 4 January 1955 on judicial and legal announcements
- French Commercial Code, in particular Articles L.141-12 et seq.
- Law no. 2019-486 of 22 May 2019 on the growth and transformation of businesses (PACTE)
- Decree no. 55-1650 of 17 December 1955 on judicial and legal announcements
EN 
FR