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In-depth The AMF: AMF functioning & financial sector reforms

The Monetary and Financial Code and Commercial Code: main provisions applicable
to the AMF and its scope
Published on September 5, 2011
Most of the legislation relating to the AMF and its scope of competence is set out in the Monetary and Financial Code and in the
Commercial Code: corporate financing and disclosure of listed companies, financial instruments (financial securities and collective
investment products), providers of investment services or financial investment advice, financial markets and market infrastructures.

Contents
AMF
Listed companies and financial transactions
Retail investment and service providers
Financial Markets

AMF
The missions of the AMF, its composition, resources, operating rules, powers (regulations and decisions, authorisation of certain
transactions in financial instruments, audits and investigations, injunctions and emergency measures, administrative settlements,
enforcement, reporting of suspicious operations, cooperation with the Commission de Régulation de l’Energie), relations with statutory
auditors and possibilities of appeal against its decisions are governed by Articles L. 621-1 and following and R. 621-1 and following of the
Monetary and Financial Code.
The cooperation activities of the AMF and exchanges of information with other authorities in France (notably through the Council for
Financial Regulation and Systemic Risk) and abroad (supervision, audits and investigations) are governed by Articles L. 631-1 and
following and R. 632-1 and following of the Monetary and Financial Code.

Listed companies and financial transactions

The provisions relating to public limited companies are set out in Articles L. 225-1 and following and R. 225-1 and following of the
Commercial Code:
incorporation of public limited companies: with or without public offers,
management and administration of public limited companies (board and general management – executive board and supervisory
board – Chairman’s report on corporate governance and internal control),
general meetings,
modifications of share capital and employee shareholdings (increases in capital – employee share purchase subscriptions (stock
options, free allocations of shares) – redemption of capital – capital reductions – share buy-backs
control of public limited companies transformation and winding up of public limited companies.
Securities issued by joint stock companies are governed by Articles L. 228-1 and following and R. 228-1 and following of the Commercial
Code: shares – investment certificates - preference shares - non-voting preference shares - bonds - securities giving access to capital or
giving an entitlement to the allocation of debt securities.
Offers of financial securities to the public and admission of financial securities to regulated markets are defined in Articles L. 411-1 and
following and D. 411-1 and following of the Monetary and Financial Code.
Takeover bids are governed by Articles L. 233-32 and following of the Commercial Code and by Articles L. 433-1 and following of the
Monetary and Financial Code. They concern:
public cash and exchange offers,
obligation to file a draft public offer,
buyout offers and squeeze-outs,
provisions applicable to companies whose financial instruments have ceased to be traded on a regulated market.
Threshold crossings, shareholder agreements (notifications and information), action in concert and cross-shareholding are governed by
Articles L. 233-7 and following and R. 233-1 and following of the Commercial Code.
Financial statements (accounts documents – documents specific to companies making public offers – depreciation and provisions –
profits – disclosure of accounts) are governed by Articles L. 232-1 and following and R. 232-1 and following of the Commercial Code.
Consolidated accounts are governed by Articles L. 233-16 and following and R. 233-3 and following of the Commercial Code.
Periodic and permanent disclosure obligations pertaining to investor protection and market transparency are set out in Articles L. 451-1-2
and following of the Monetary and Financial Code: information obligations relating to accounts – information obligations relating to
acquisition of stakes (crossing thresholds) – information obligations relating to share buy-backs.
Provisions on statutory auditors (organisation and control of the profession – status – conduct of statutory audits) are set out in Articles L.
820-1 and following and R. 821-1 and following of the Commercial Code.
Company difficulties (prevention of company difficulties – protection – judicial settlement – judicial liquidation) are governed by Articles L.
610-1 and following and R. 600-1 and following of the Commercial Code.

Retail investment and service providers

Financial instruments and employee savings products are governed by Articles L. 211-1 and following and D. 211-1 A and following of the
Monetary and Financial Code. These financial instruments may be:
equity securities: shares, other securities giving access to or which may give access to capital or voting rights, access to equity
capital for salaried employees,
debt securities: negotiable debt securities, bonds, securities issued by the State, participating shares,

Legal informations:
Le Directeur de la Direction de la communication de l'AMF 1/2
Contact : Direction de la communication, Autorité des marchés financiers - 17, place de la Bourse - 75082 Paris Cedex 02
 AMF
collective investments: collective investment schemes, securitisation schemes – real estate investment companies (SCPI) –
forestry investment companies – real-estate collective investment schemes (OPCI) – closed-ended investment companies.
Financial or banking direct marketing (definition - persons authorised to conduct direct marketing – products not authorised for direct
marketing – business conduct rules - disciplinary sanctions) and remote supply of financial services to consumers are provided for in
Articles L. 341-1 and following and D. 341-1 and following of the Monetary and Financial Code.
Investment services providers, including asset management companies, (definitions - conditions of exercise of the profession - obligations)
are governed by Articles L. 531-1 and following and D. 531-1 and following of the Monetary and Financial Code.
The provisions applicable to other service providers are accessible in Articles L. 541-1 and following and D. 541-8 and following of the
Monetary and Financial Code:
financial investment advisors (FIA),
intermediaries and persons authorised for the administration or custodianship of financial instruments,
collective investment undertaking management companies,
investment research, financial analysis or credit rating services,
tied agents.
Intermediaries in miscellaneous assets are governed by Articles L. 550-1 and following and R. 550-1 and following of the Monetary and
Financial Code.
Obligations relating to prevention of money laundering and terrorist financing, lotteries, prohibited betting and gambling are defined in
Articles L. 561-1 and following and R. 561-1 and following of the Monetary and Financial Code.

Financial Markets
Markets, whether trading venues (French regulated markets, European regulated markets, foreign recognised markets, multilateral trading
facilities) or clearing houses, are governed by Articles L. 421-1 and following and R. 421-1 and following of the Monetary and Financial
Code.
The rules applicable to investor protection associations are set out in Articles L. 452-1 and following and D. 452-1 and following of the
Monetary and Financial Code.
Criminal offences relating to investor protection (“securities violations”: insider trading – false information disclosure offences – price
manipulation offences) are governed by Articles L. 465-1 and following of the Monetary and Financial Code.

Read more
Monetary and Financial Code / Commercial Code

Contents
AMF
Listed companies and financial transactions
Retail investment and service providers
Financial Markets
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Legal informations:
Le Directeur de la Direction de la communication de l'AMF 2/2
Contact : Direction de la communication, Autorité des marchés financiers - 17, place de la Bourse - 75082 Paris Cedex 02