France introduces new category of legal instrument to support the growth of international trade

Competitiveness Law

Transferable documents have been created by Law n°2024-537 dated 13 June 2024, often referred to as the loi attractivité (the Competitiveness Law). The provisions of the Competitiveness Law relating to transferable documents entered into force on 13 March 2025 but the decree implementing these provisions have only been published on 14 August 2025. More than a year after the adoption of the Competitiveness Law, transferable documents are finally available to market participants.

As context, the provisions of the Competitiveness Law creating the transferable documents are inspired from those of the Model Law on Electronic Transferable Records (MLETR) adopted by the United Nations Commission on International Trade Law (UNCITRAL) in 2017 as well as from the work of a commission set up at the French government’s request to propose measures to digitalise international trade, which submitted its recommendations in June 2023.

Key features of the transferable document

Prior to the Competitiveness Law, French law did not have a definition of transferable documents. These are now defined as a "written instrument representing an asset or a right and granting its holder the right to demand the performance of the obligation specified therein and to transfer this right." 

This definition applies regardless of whether the document is in paper or electronic form and the Competitiveness Law provides the conditions of equivalence between the two formats. This is a notable improvement because until now, the evidence, claim to performance and transfer of the rights incorporated in a transferable document was attached to possession of the original (paper form) by the holder (see below under “Legal and functional equivalence”).

Scope of application

The Competitiveness Law covers various types of transferable documents, including:

• bills of exchange (lettres de change) and promissory notes (billets à ordre) governed by the French Commercial Code;
• receipts (récépissés) and warrants (warrants) governed by the French Commercial Code;
• order (à ordre) or bearer (au porteur) maritime bills of lading (connaissements maritimes) governed by the French Transport Code and negotiable inland waterway bills of lading (connaissements fluviaux négociables) governed by the Budapest Convention of 21 June 2001;
• order or bearer property and casualty insurance policies governed by the Insurance Code;
• shipping, aircraft, aerospace, waterway and lakeside insurance policies on goods transported by all means and space civil liability insurance policies governed by the French Insurance Code, when agreed to order or bearer;
• forms of assignment or pledge of professional receivables governed by the French Monetary and Financial Code (bordereaux Dailly) if such forms are stipulated to order; and
• to ensure the law remains adaptable to evolving commercial practices and instruments offered by banks and insurance companies, any other written instrument stipulated to order or to bearer and meeting the definition of a transferable document.

Certain financial vehicles are explicitly excluded from the scope of the Competitiveness Law because their transferability is either limited or already organised under specific legal provisions (mainly French Monetary and Financial Code and French Commercial Code). These excluded instruments include financial instruments (financial securities and financial contracts), cheques (bank and postal), cash vouchers, dematerialised special payment instruments, order securities, warehouse receipts and enforceable copies representing mortgage-backed receivables to order, governed by Law n°76-519 dated 15 June 1976.

Recognition of the electronic transferable document

The Competitiveness Law expressly provides that all actions related to the transferable document, from its creation to its transfer, can be carried out electronically.

The Law specifies that a transferable document can be created, signed and stored electronically, provided it meets the conditions set out in articles 1366 and 1367 of the French Civil Code which already constituted the legal framework applicable to electronic documents and signatures. These conditions of general application ensure the validity and integrity of both paper and electronic documents.

It further outlines the criteria for the transfer, delivery, presentation and modification of electronic transferable documents. It emphasises the need for a reliable method to ensure the uniqueness, control and integrity of the document throughout its lifecycle (see below under the paragraph entitled Equivalence conditions and reliable method).

Legal and functional equivalence

The Competitiveness Law establishes the principle of legal and functional equivalence between paper-based and electronic transferable documents. This means that an electronic transferable document has the same validity as a paper-based transferable document and the holder of an electronic transferable document has equivalent rights to those of the holder of a paper-based transferable document, provided that the conditions set out in the Competitiveness Law are satisfied. 

This is a notable improvement under French law which will facilitate the establishment and circulation of transferable documents such as Dailly forms of assignment in an electronic format, while they were traditionally paper-based documented on the ground that the existence of the rights under such documents derives from the physical possession of the hard copy.

Exclusive control

Prior to the Competitiveness Law, the transfer of a transferable document was governed by the concept of possession, which only applies to physical documents. The new law introduces the concept of “exclusive control” to address the challenges of dematerialisation.

Under the Competitiveness Law, the holder of the electronic transferable document is the person having exclusive control over it and such exclusive control enables such person to claim the performance of the rights incorporated in the transferable document, to modify it and to transfer it. An electronic transferable document will therefore be transferred from one holder to another by transferring the exclusive control over it.

There is no definition in the Competitiveness Law of the concept of exclusive control, but the law provides that any transfer, delivery, presentation and modification of an electronic transferable document must be made in accordance with a reliable method as further detailed below.

Equivalence conditions and reliable method

The Competitiveness Law sets out the conditions which an electronic transfer document must comply with to have the same effects as a paper-based transfer document.

First, the electronic transfer document must contain all mandatory information which would be required in the paper-based transferable document.

Second, a reliable method must be used for the cumulative demonstration of the following five requirements:

• uniqueness of the electronic transferable document;
• identification of the holder as the person having the exclusive control over it;
• establishment of the holder’s exclusive control over it;
• identification of the signatories and subsequent holders of the transferable document; and
• preservation of the integrity of, and evidence of any amendments made to, the transferable document.

Conversion between formats

The Competitiveness Law allows for the conversion of transferable documents between paper and electronic formats, provided certain conditions are met. This ensures that the converted document retains the properties of the original and that the original ceases to be valid on conversion.