The dematerialization of registers and general meetings: a complete guide

Introduction

The digital transformation has led lawmakers to evolve the legal framework to meet the concrete needs of companies, a movement further accelerated by successive health crises. Today, participation in shareholders' general meetings is reserved for holders of shares registered in the shareholder account at the time the meeting is held.

Companies now have the tools they need to digitalize their governance in full: shareholder accounts, share transfer registers, notices of meeting, deliberations, decisions, minutes and meeting registers. This dematerialization is no longer a mere convenience; it is becoming a strategic lever for transparency, security and efficiency.

At Equisafe, we support issuers through this transition by combining the tokenization of financial securities on EVM (Ethereum Virtual Machine)-compatible chains with institutional-grade regulatory compliance (AMF, the MiCA framework). This article offers a complete overview of the dematerialization of registers and general meetings.

The dematerialization of share transfer registers

From paper to blockchain

Traditionally, companies kept individual shareholder accounts on paper forms filled in by hand. Transfer orders and share transfer registers required handwritten completion, a signature, and then a filing with the Commercial Court Registry (Greffe du Tribunal de Commerce) for certification and initialing. This was a slow process, prone to errors and difficult to audit.

The Shared Electronic Recording Device (Dispositif d'Enregistrement Électronique Partagé, DEEP), which relies on blockchain technology, has held legal value equivalent to paper share transfer registers since the so-called "blockchain" ordinance of 8 December 2017, supplemented by its implementing decree of 24 December 2018. French lawmakers thereby recognized blockchain as a fully enforceable medium for the registration and transmission of unlisted securities.

The concrete benefits of digitalization

Digitalizing the share transfer register delivers measurable benefits:

• Security gains: recorded data is tamper-proof. It cannot be altered, falsified, destroyed or lost, because each entry is timestamped and cryptographically sealed.
• Enhanced transparency: better visibility of the capital structure on a fully diluted basis, real-time accessibility for authorized persons, and automatic updates after each transaction.
• Traceability and auditability: the complete history of movements is preserved immutably, which simplifies audits, due diligence and regulatory controls.
• Reduced costs and time: eliminating paper formalities and back-and-forth with the registry speeds up every capital transaction.

The advantage of Equisafe tokenization

Tokenization goes further than simply recording in a DEEP. By representing financial securities as tokens on an EVM-compatible blockchain, Equisafe makes it possible to automate the full lifecycle of the security: issuance, transfer, payment of dividends or coupons, and exercise of attached rights. Compliance rules (KYC/AML checks, transferability restrictions, investor whitelists) are embedded directly at the token level, ensuring that each movement complies with the applicable regulatory framework, in particular the requirements of the AMF and the European MiCA regulation.

The digitalization of shareholders' general meetings

An evolving legal framework

Companies are required to hold at least one annual general meeting. There, shareholders approve the accounts, decide on the allocation of profits, approve regulated agreements and appoint statutory auditors (commissaires aux comptes) where required.

Company law historically required the physical presence of shareholders. The law has gradually evolved to allow remote voting by mail, then by videoconference and means of telecommunication, provided that the company's articles of association permit it.

The benefits of dematerialization

Dematerializing general meetings makes it possible to:

• Save time by removing the logistical constraints associated with travel.
• Eliminate the need for physical premises and reduce organizational costs.
• Increase shareholder participation, particularly among international or minority shareholders, who can vote remotely.
• Offer greater agility in decision-making and in convening extraordinary meetings.

Notices of meeting, transmission of documents, votes and minutes can now be fully dematerialized within a secure environment.

How does a dematerialized meeting unfold?

Authorization in the articles of association

A company's articles of association may authorize dematerialized meetings universally or restrict digitalization to certain specific meetings. Shareholders have a right to object to extraordinary general meetings held remotely or by videoconference. In joint-stock companies, shareholders representing at least 5% of the capital may demand that a physical meeting be held. It is therefore essential to review the wording of the statutory clauses before any rollout.

Notice of meeting

Companies must convene all shareholders before the meeting is held, observing the minimum notice periods (generally 15 days), and transmitting the necessary voting documents. Notices for videoconference meetings may be sent by ordinary mail or by electronic registered mail, which requires obtaining shareholders' prior consent to the electronic channel.

Quorum

Once shareholders have been convened, the company must verify the quorum, that is, the required number of shareholders present or represented. Signing the attendance sheet is not required in the dematerialized context. A major point of vigilance: the quorum must be maintained throughout the deliberations. A technical disconnection occurring during a vote could invalidate the deliberations concerned. A robust and resilient platform is therefore essential.

Voting

A distinction must be drawn between two methods:

• Real-time remote electronic voting, cast during the deliberations. Companies set up dedicated secure platforms with strong identification. Shareholders receive their notices of meeting along with identification codes that allow them to access the platform.
• Voting by electronic form, which allows for advance participation. Shareholders receive the information and voting forms before the meeting. They may nonetheless take part in the debates on the day of the meeting, despite having already cast a vote beforehand.

Securing the identification of voters and the integrity of the count are critical issues. Equisafe's solutions rely on strong authentication mechanisms and tamper-proof timestamping to guarantee the integrity of the vote.

Minutes

Voting results are compiled automatically, which makes it possible to generate the minutes. These must mention the exclusive use of videoconference or means of telecommunication, as well as any technical incident that affected the conduct of the meeting. Dematerialized minutes meet requirements identical to those of paper minutes: they summarize the points discussed and establish the voting results and approvals.

The required elements include in particular:

• the date and place (or a mention of the dematerialized nature);
• the method of convening;
• the agenda;
• the composition of the meeting's bureau (officers);
• the number of voting shares;
• the quorum reached.

The minutes require electronic signatures and electronic timestamping in order to guarantee their evidential value.

Recording

Meeting attendance registers, decision registers, signatures and copies of the minutes become fully dematerialized. Electronic signatures affixed to copies or minutes of the deliberations of corporate bodies (board of directors, general management) within commercial companies are likewise recognized. Storing these documents in a digital vault or on a blockchain register guarantees their durability and immediate availability.

Security, compliance and legal value

Three conditions are essential for a dematerialized meeting or register to fully produce its effects:

• Integrity: data must not be capable of being modified or deleted once validated. Blockchain natively meets this requirement.
• Identification: each actor (shareholder, director, proxy holder) must be authenticated reliably.
• Proof: electronic signature and qualified timestamping ensure the enforceability of decisions in the event of a dispute.

Equisafe places compliance at the heart of its architecture. Our solutions are designed to align with the requirements of the AMF, the European MiCA framework and the GDPR, with data hosted in the European Union and institutional-grade security. Issuers thus benefit from a framework that is both innovative and legally robust.

Conclusion

The dematerialization of deliberation registers retains evidential force and legal value identical to those of paper media, while delivering a real efficiency gain in decision-making. It offers greater flexibility, increased transparency and enhanced security, both for the conduct of general meetings and for the preservation of decisions.

By combining the tokenization of securities on EVM-compatible chains, tamper-proof registers and leading regulatory compliance, Equisafe enables companies to modernize their governance for the long term. Beyond mere compliance, this is an opportunity to gain operational peace of mind and strengthen investor confidence.