Capital increase and electronic signature of the subscription form

The subscription form is a document that formalizes the commitment of a shareholder to pay the funds he has promised as part of a capital increase of a joint-stock company .

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

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

The legal committee of the National Association of Joint Stock Companies (Ansa) by an opinion n ° 20-046 published on December 2, 2020 came to give a very important practical clarification.

While no text expressly provides for it, 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 representative is authorized in order to satisfy the provisions of article 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.