The Directorate General for Legal Certainty and Public Faith has upheld the refusal to register a statutory amendment intended to grant the pledgee shareholder rights in the event of default (Art. 10 bis). The Registrar determined that attributing dividends or economic rights to the creditor solely by virtue of their status as pledgee violates the nature of the pledge right and the requirement of causation (Arts. 1261 and 1274 of the Civil Code). Civil fruits, such as dividends, belong to the pledging owner until expropriation occurs (Arts. 1869 and 354 of the Civil Code).
For companies using share pledges as collateral, it is not possible to safeguard the automatic transfer of economic rights (dividends, liquidation quotas) to the creditor in the articles of association upon default. The pledgee remains a mere guarantor and cannot appropriate the fruits of the property without a legal cause justifying the transfer of assets, thereby preventing unjust enrichment. Pledging shareholders retain ownership of economic rights until the pledge is enforced.
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