Share transfer register: paper or dematerialized on blockchain?

Ownership of a company's securities is evidenced by an entry in an account (inscription en compte). Each shareholder holds an individual account opened with the company, on which all the securities making up or giving access to the share capital are credited.

Securities transfers, such as share assignments, are carried out via a transfer order (ordre de mouvement, ODM) sent to the company, which records the transfer by debiting the transferor's account and crediting the transferee's account. The share transfer register (registre de mouvements de titres, RMT), for its part, functions as a chronological ledger listing all movements affecting the securities since the company's incorporation.

The regulatory framework has evolved significantly with Order No. 2017-1674 of 8 December 2017 and Decree No. 2018-1226 of 24 December 2018, relating to the use of a Shared Electronic Recording Device (Dispositif d'Enregistrement Électronique Partagé, DEEP) for the representation and transmission of financial securities. These texts now allow unlisted companies to freely choose between keeping their register on paper and on blockchain. More recently, the gradual entry into force of the MiCA (Markets in Crypto-Assets) regulation at the European level reinforces the legitimacy of blockchain infrastructure solutions for financial assets by establishing a harmonized regulatory framework.

Equisafe presents the concrete advantages of opting for a dematerialized share transfer register on a compliant EVM (Ethereum Virtual Machine) blockchain infrastructure.

Equivalent legal value: paper and blockchain on an equal footing

French regulations expressly state that "the recording of equity securities in a Shared Electronic Recording Device (DEEP)" is equivalent to a classic entry in an account. A principle of equivalence is thus enshrined between paper individual accounts and the dematerialized register on blockchain.

Account entries and transfers carried out in a dematerialized manner have the same legal value and confer the same rights on shareholders. There is therefore no substantive difference between keeping registers on paper and their digital equivalent on blockchain.

This solid legal framework, combined with the guidance of the AMF (Autorité des marchés financiers, the French Financial Markets Authority) on digital assets, gives French companies a clear legal basis to take the step of tokenizing their securities. Companies that are still hesitant can thus rely on more than five years of consolidated regulatory practice since the 2017 Order.

Enhanced security: blockchain immutability as a guarantee

Keeping a paper register exposes the company to tangible risks:

• Transcription errors made by hand each time the share capital is updated
• Accidental loss or destruction of the register, with no available copy
• Difficulty taking over when the person responsible for keeping the register changes
• Risks of falsification or alteration of historical data

The DEEP, based on blockchain technology, addresses these structural risks. One of the fundamental properties of blockchain is data immutability, ensured by advanced cryptographic processes. The shares and movements recorded on the capital cannot be duplicated, falsified, or altered after the fact.

Blockchain is by nature a decentralized and distributed technology: the register is replicated across several network nodes, which eliminates any single point of failure. The accidental loss or degradation of the register, a very real risk with a physical document, becomes structurally impossible.

Equisafe relies on leading EVM (Ethereum Virtual Machine) chains, providing proven, audited infrastructure compliant with institutional-grade security requirements. All securities movements are preserved in a permanent, periodic, and secure manner, with availability and integrity guarantees superior to any paper-based or office-file system.

Transparency and accessibility: a cap table readable in real time

The dematerialized register on blockchain offers transparency that is qualitatively superior to the paper register. The blockchain can be designed to be consultable only by authorized members (private or permissioned blockchain), guaranteeing confidentiality and access control. Equisafe uses a private blockchain infrastructure adapted to the constraints of unlisted companies and the protection of shareholders' personal data.

The capitalization table (cap table), traditionally built on an Excel spreadsheet by cross-referencing paper registers and individual accounts, becomes accessible at any time and in real time for anyone authorized to consult it. No more manual exports, outdated versions, or discrepancies between files.

In concrete terms, dematerialization via Equisafe enables:

• Instant access to the composition of the shareholding for executives, shareholders, and legal advisors
• Consultation of the complete history of movements since the company's creation
• A diluted view of the shareholding integrating all instruments giving access to capital (BSA / share subscription warrants, BSPCE / founder share warrants, AGA / free share awards, convertible bonds)
• Secure sharing of the cap table with potential investors or auditors during a fundraising round or an M&A transaction

This controlled transparency is a decisive asset in relations with institutional investors, who require precise and reliable visibility into the capital structure before any commitment.

Automated management: strengthened statutory and contractual compliance

The DEEP makes it possible to automate securities transfers while ensuring compliance with the provisions of the bylaws and the shareholders' agreement. This dimension is often underestimated, even though it represents one of the most significant benefits of dematerialization.

For any share transfer, the applicable contractual constraints are automatically taken into account:

• Approval clause (clause d'agrément): obtaining the approval of the partners or management before any transfer
• Pre-emption clause (clause de préemption): notification and exercise of the existing shareholders' pre-emptive right
• Forced buyback clause (clause de rachat forcé): automatic triggering of the mechanisms provided for in the agreement
• Lock-up clause (clause d'inaliénabilité): temporary blocking of transfers during defined periods

Automating these checks drastically reduces the risk of irregular transfers, a source of costly disputes and litigation that can call into question the validity of completed transfers. It also guarantees the complete traceability of each step of the process, an imperative in the context of legal or tax audits.

Simplified record-keeping: less administration, more added value

Opting for a dematerialized register eliminates the most tedious operational constraints:

• Elimination of the manual transcription of each movement affecting the capital
• Automatic update of the cap table after each validated operation
• Elimination of the trip to the Registry of the Commercial Court (Greffe du Tribunal de commerce) for the stamping of the paper register
• Permanent accessibility, from any terminal, with no dependence on a physical place of storage

With Equisafe, managing the share transfer register becomes a smooth and continuous process:

• One-click export of the shareholder register and the cap table in the formats expected by legal and financial partners
• Real-time visibility into the conversion and exercise schedules of incentive instruments (BSA, BSPCE, AGA)
• Permanent and up-to-date monitoring of the distribution of the shareholding, on a diluted and non-diluted basis

During a fundraising round or a buyback transaction, the rigor of the dematerialized register considerably reduces the costs of auditing the cap table. Investors, particularly venture capital funds and institutional investors, grant a confidence premium to companies whose shareholding is managed on certified blockchain infrastructure. A clean, verifiable, and tamper-proof cap table is often a decisive factor in accelerating due diligence processes.

MiCA compliance and institutional standards: the Equisafe advantage

Beyond the national provisions arising from the 2017 Order, the Equisafe infrastructure is designed to meet the most demanding regulatory requirements:

• AMF compliance: alignment with the positions and recommendations of the French Financial Markets Authority (AMF) on digital assets and security tokens
• MiCA framework: integration of the principles of the European regulation on markets in crypto-assets, applicable progressively since 2024, which establishes governance, transparency, and security standards for issuers
• Audited EVM chains: use of public or private EVM-compatible blockchain infrastructures whose security is verifiable by independent third parties
• Institutional-grade security: access control protocols, cryptographic key management, and event logging compliant with banking and financial standards

This positioning allows companies using Equisafe to calmly prepare for a possible listing, an opening to foreign investors, or an evolution toward a more complex structure, without having to migrate their register or overhaul their capital management.

Summary: why switch to a dematerialized register?

| Criterion | Paper register | Equisafe dematerialized register | |---|---|---| | Legal value | Compliant | Compliant (DEEP equivalence) | | Risk of loss | High | None (decentralization) | | Risk of falsification | Existing | None (blockchain immutability) | | Update | Manual | Automatic | | Accessibility | Limited | Real time, multi-user | | Statutory compliance | Manual | Automated | | Cap table audit cost | High | Reduced | | MiCA/AMF compliance | Neutral | Native |

The dematerialization of the share transfer register is no longer a prospective topic: it is an available operational reality, legally framed and adopted by a growing number of French companies wishing to professionalize their capital management. In a context where speed of execution and data reliability are real competitive advantages, the blockchain register naturally establishes itself as the standard.

Equisafe supports unlisted companies in setting up and maintaining their dematerialized share transfer register, from the first issuance to the most complex capital operations.