French securities & guarantees law – lawyer in Marseille

French security law at the service of your interests

Every creditor faces the same uncertainty: will the debtor pay? French security law (droit des suretes) provides the answer. A security interest confers on the creditor a preferential right over specific assets – or a third party’s commitment – that ensures payment even if the debtor defaults.

The field is broad. It covers personal securities (suretyship, demand guarantees), movable security interests (pledge, lien over business assets, retention of title) and real property security interests (conventional, statutory, and judicial mortgages). The Ordinance of 15 September 2021, in force from 1 January 2022, substantially reformed the entire framework – from the formalities of suretyship to the creation of a unified register of movable securities. For common-law lawyers, the closest analogues are the UK fixed and floating charges, though French security interests are governed by Civil Code rules rather than equity-based concepts.

Our firm advises both creditors and debtors in this demanding area of practice, which requires a simultaneous command of civil law, commercial law, and enforcement procedure.

Securing your claims

You are extending credit, financing a transaction, or entering into a contract with deferred performance. The question is not whether your debtor is reliable today, but what happens if they cannot pay tomorrow. A well-chosen, properly constituted security interest is the difference between a creditor who recovers and an unsecured creditor who receives nothing.

The choice of security depends on the nature of the claim, the available assets, and the insolvency risk. A suretyship protects differently from a mortgage; a lien over a business (nantissement de fonds de commerce) does not offer the same protection as a retention of title clause. Each situation calls for a bespoke analysis.

What we handle

• Auditing existing security and recommending security interests matched to the risk profile
• Drafting and negotiating surety agreements, pledges, and liens
• Registering security interests with the movable security register or the land registry
• Enforcing security interests upon debtor default
• Obtaining protective measures (provisional judicial mortgage, freezing orders) to preserve your rights before judgment
• Recovering the debt through forced realisation of the security

Challenging a security interest or suretyship

You are being pursued as a guarantor. A creditor has registered a judicial mortgage over your property. Your assets are encumbered by security interests whose validity you dispute. French security law provides the debtor and guarantor with defences that the 2021 reform strengthened.

Suretyship is the most frequent area of dispute. Article 2300 of the Civil Code now requires the surety’s commitment to be proportionate to their income and assets at the time of signing. Article 2297 requires a prescribed form of words, the absence of which entails nullity. The professional creditor owes a duty to warn where the principal debtor’s obligations are ill-matched to its financial capacity. These are all levers that our firm systematically deploys.

Lines of defence

• Challenging the formal validity of the suretyship (prescribed wording, annual information)
• Invoking disproportionality of the surety’s commitment (Article 2300, Civil Code)
• Creditor’s breach of the duty to warn (Article 2299, Civil Code)
• Challenging the registration of a provisional judicial mortgage before the enforcement judge
• Applying for discharge of irregular or disproportionate security interests
• Invoking the benefit of subrogation (Article 2314, Civil Code) and the benefit of discussion

Security interests and insolvency proceedings

The opening of insolvency proceedings – safeguard, judicial reorganisation, or judicial liquidation – disrupts the established order among creditors. Some security interests survive; others are neutralised. The timing of their creation, the quality of their registration, and their ranking determine what you will recover.

A creditor holding a mortgage or lien must act quickly: file a proof of debt within two months, verify that the registration predates the opening judgment, monitor avoidance actions affecting the suspect period. The guarantor, meanwhile, benefits from unified protections since the 2021 reform – including a stay of proceedings during the observation period.

Our work in insolvency

• Filing preferential or secured proofs of debt within the statutory deadlines
• Defending the ranking and validity of your security interests against the insolvency officeholders
• Challenging avoidance of transactions in the suspect period (Article L. 632-1, Commercial Code)
• Asserting retention of title claims
• Representing creditors before the supervisory judge and the Commercial Court
• Distribution of proceeds and exercise of the right of priority

Frequently asked questions

What types of security interest exist under French law?

French law divides security interests into two categories. Personal securities, where a third party commits to pay the debt (suretyship, demand guarantee – roughly analogous to a UK guarantee and indemnity respectively). And proprietary securities, where specific assets are charged (mortgage over real property, lien over a business, pledge over movable assets). The 2021 reform also consolidated title-based security (retention of title, fiducie-surete), which is particularly effective in insolvency.

What changed in the 2021 reform of French security law?

The Ordinance of 15 September 2021 overhauled Book IV of the Civil Code. Major changes affect suretyship (simplified formalities, reinforced proportionality, codified duty to warn), movable security (unified register, assignment of receivables as security), and real property security (statutory special liens reclassified as statutory special mortgages).

How can a suretyship be challenged?

Several grounds exist: nullity for formal defect (prescribed wording not complying with Article 2297 of the Civil Code), disproportionality of the commitment relative to the surety’s means (Article 2300), breach of the creditor’s duty to warn, or extinction by way of subrogation where the creditor allowed a security interest to lapse that would have benefited the surety.

Are my security interests protected in insolvency?

That depends on the type of security and when it was created. Security interests properly registered before the opening judgment retain their effectiveness. But security interests created during the suspect period may be avoided, and no new security may be registered once the opening judgment is handed down. A prompt audit of your security interests is essential as soon as your debtor’s difficulties become known.