A bons de caisse is a debt security through which a company borrows directly from an investor, outside the traditional banking circuit. This investment product, which for a long time was characterised by anonymity and a degree of legal vagueness, has undergone far-reaching reforms since 2016. At the crossroads of financial law and civil enforcement procedures, This raises issues relating to the nature of the security, its circulation, its use as collateral and the protection of the investor. Our firm, whose practice is dedicated to banking and finance law, This article provides an overview of this instrument, from its definition to the latest legislative developments. The tax aspects, dealt with in a separate article, will not be covered here.
Legal nature of bons de caisse: registered and non-negotiable securities
The legal status of savings bonds has long been the subject of debate. Before the 2016 reform, these securities could be made out to order or to bearer. Their transmission by endorsement or simple delivery was similar to commercial paper, even if their cause was a loan contract. This ambiguity led to confusion between several categories of financial instrument.
The impact of the 2016 reform on negotiability
Order no. 2016-520 of 28 April 2016 put an end to this uncertainty. Since 31 October 2016, Article L. 223-1 of the French Monetary and Financial Code has defined the "bon de caisse" as a registered and non-negotiable security. This is a major change. Anonymity disappears: each voucher must be registered in the name of its owner in a register held by the issuer. By losing its negotiability, the security no longer circulates through the simplified mechanisms of commercial law.
In practical terms, the savings bond is now clearly distinguishable from transferable securities - shares or bonds - which are fungible and can be traded on a secondary market. Nor is it similar to bills of exchange, which are payment instruments designed for rapid circulation. A savings bond is a claim to repayment of invested capital, with its own characteristics in terms of duration and interest rate.
Issuing bonds: issuers and exceptions to the banking monopoly
The issue of savings bonds is a significant exception to the banking monopoly. In principle, article L. 511-5 of the Monetary and Financial Code prohibits any person other than a credit institution from receiving repayable funds from the public. However, article L. 511-7 of the same code makes an exception by allowing certain retailers to issue these securities, thereby offering a direct method of financing between companies and savers, without going through a bank.
Maturity conditions and obligations of the merchant issuer
Two categories of players can issue savings bonds. On the one hand, credit institutions, for whom this product is part of their usual savings collection activity. On the other, traders - individuals or commercial companies - provided they have already drawn up a balance sheet for their first financial year. The purpose of this requirement is to guarantee a minimum level of financial soundness before any public savings can be tapped. The issuer must keep a register of names and issue a registration certificate to each subscriber. The ban on anonymity is the cornerstone of the current regime.
Investment and remuneration: rate and duration of capital invested
The savings bond works like a loan granted by the investor to the issuing company. The capital invested is remunerated by a fixed rate of interest, determined at the time of subscription. This rate cannot be usurious. The term of the investment may not exceed seven years.
Terms of interest payment and early redemption
Interest can be paid in two ways. Sometimes the interest is deducted from the capital at the time of subscription, in which case the investor pays less than the nominal value of the bond. More frequently, interest is paid at maturity, at the same time as the capital is repaid. In the absence of a clause to the contrary, there is no right to early redemption. This product therefore lacks liquidity, a risk that the subscriber must assess before making any commitment. The maturity date and the gross annual nominal rate must appear on the security.
The minibon: a scheme for participative financing
The 2016 reform also gave rise to the minibon, a variant of the savings bond designed for participative financing platforms. This security enables companies to raise funds directly from investors via a dedicated website.
Legal regime and subscription limits for minibonds
The marketing of minibonds is strictly regulated and is generally carried out through a financial investment advisor or a participative investment adviser. These intermediaries check that the investment matches the customer's profile and ensure that the transaction is transparent. Minibonds are subject to the same basic rules as traditional savings bonds - they are registered in the name of the holder, have a maximum term of seven years and carry a fixed interest rate - but must be distributed via an approved platform. Subscription limits may apply to protect non-professional investors.
Assignment and security interests: the contribution of the 2021 reform
The end of negotiability has profoundly changed the circulation of bons de caisse. Their transfer is now subject to the formalities for the transfer of receivables set out in articles 1321 et seq. of the French Civil Code. The transferor and the transferee must be in writing, and the debtor - the issuer - must be notified or duly recorded in order to enforce the transfer.
Assignment of claims under ordinary law as security in rem
Ordinance no. 2021-1192 of 15 September 2021, which reformed the law on security interests, introduced the assignment of claims under ordinary law as security. This possibility, previously reserved for certain institutions via the so-called «Dailly» assignment, is now open to all. A savings bond can therefore be used as collateral for a loan by means of a pledge of a claim or an assignment by way of security, with stricter rules on disclosure and enforceability. For creditors and debtors alike, this change makes it safer to use the savings bond as an instrument of real security.
Enforcement procedures: seizures and unavailability of title
Because of their nature, savings bonds are particularly vulnerable to precautionary measures to make the funds unavailable even before a final judgment has been obtained. A creditor can ask a judge for authorisation to seize the debt represented by the bond, which prevents the issuer from repaying the bearer.
Seizure of assets from the issuer
In order to take enforcement action on these debt instruments, the creditor must hold a enforcement order establishing a claim that is certain, liquid and due. The seizure-attribution, served directly on the issuer in its capacity as garnishee, makes the debt immediately unavailable. The issuer of the voucher, as the debtor of the sum invested, must scrupulously comply with the terms and conditions of the seizure. obligations of the garnishee as soon as the document is served by the court commissioner. Failure to do so may result in the debtor being personally ordered to pay the sums seized.
Payment, prescription and deposit guarantee (FGDR)
The savings certificate is repaid on the agreed maturity date. It includes the stipulated capital and interest. The issuer - the debtor - is unambiguously identified in the nominal register. In accordance with article L. 110-4 of the French Commercial Code, any action for payment must be brought within five years of the due date.
Protecting investors in the event of issuer bankruptcy
When the issuer is a credit institution, savings bonds are protected by the Fonds de Garantie des Dépôts et de Résolution (FGDR). The compensation ceiling is set at €100,000 per depositor and per institution. This coverage reassures savers, but does not apply to vouchers issued by non-bank merchants. The opening of collective proceedings against a commercial issuer suspends individual lawsuits and may jeopardise the repayment of capital outside the FGDR guarantee. This credit risk is inherent in all private debt investments and must be carefully assessed.
Whether you need to structure an issue, secure a subscription or recover a debt arising from a savings bond, these operations require a rigorous legal analysis. Our firm is at your disposal to assist you: contact our banking and finance team for advice tailored to your situation.
Frequently asked questions
What is a cash voucher in simple terms?
This is a security whereby you lend money to a company for a term and at an interest rate fixed in advance. At maturity, the company repays you the agreed capital and interest.
Is it still possible to buy an anonymous till voucher?
No. Since the reform of 31 October 2016, all savings bonds must be in registered form. The issuer must record the owner's name in a dedicated register.
What are the risks of a cash voucher?
The main risk is default by the issuer. If the issuer is a bank, the FGDR covers up to €100,000. If the issuer is a retailer, there is no public guarantee to protect the investor. Lack of liquidity is another risk, as early redemption is generally not provided for.
How do I sell a savings certificate before it expires?
Resale involves assigning the debt in accordance with the rules of the Civil Code, in writing and with notification to the issuer. There is no organised secondary market, which makes the operation more cumbersome than a sale of securities.
Are savings bonds covered by the deposit guarantee?
Only if the issuer is a credit institution that is a member of the Fonds de Garantie des Dépôts et de Résolution. The compensation ceiling is €100,000 per person and per institution.
What is the difference between a savings bond and a term account?
Term accounts are interest-bearing bank deposits, subject to banking regulations and covered by the FGDR. A bon de caisse is a debt security that can also be issued by a non-bank merchant, with separate charges and a separate legal framework.
EN 
FR