Capital increase and electronic signature of the subscription form

The subscription form is a document that formalizes a shareholder's commitment to pay the funds they have promised as part of a capital increase in a joint-stock company.

In accordance with the provisions ofArticle R.225-128 of the Commercial Code, the said bulletin must include a set of mandatory information as well as the number of shares subscribed by the shareholder written in figures and words.

A copy of this form is given to the subscriber concerned once it has been completed, dated and signed by him or his agent.

The legal committee of theNational Association of Joint-Stock Companies (Ansa), through an opinion no. 20-046 published on December 2, 2020, provided a very important practical clarification.

Although no text expressly provides for it, the said notice confirms that subscription forms can be signed electronically.

The use of a reliable identification process guaranteeing the link between the electronic signature and the subscription form duly completed by the subscriber or his agent is authorized in order to comply with the provisions ofArticle 1367 of the Civil Code.

Such a method of regularization saves time in the context of capital increase operations for joint-stock companies and the opinion issued reinforces its legal value.