Published in the Official Journal on March 12, 2025, Ordinance no. 2025-230 marks an important milestone in the evolution of the law on Collective Investment Undertakings (CIUs). Implemented under the authority of Article 22 of Law no. 2024-537 of June 13, 2024, known as the “Attractiveness Law,” it responds to a clear objective: simplifying, harmonizing, and modernizing a technical area of law.
The topic is far from marginal: in France, non-monetary CIUs represent EUR 1,606 billion in assets, while monetary CIUs account for EUR 410 billion (Banque de France figures, Q3 2024). The stakes are therefore also economic.
A reform inspired by the works of the HCJP
The Ordinance takes into account the results of two reports published by the High Legal Committee of the Paris Financial Center (Haut Comité Juridique de Place – HCJP): firstly, the report of December 3, 2021, on fund law and corporate law; and secondly, the report of October 2023 on fund liquidation in special situations.
These studies highlight interpretation difficulties and administrative burdens arising from the interaction between:
- corporate law, derived from the Commercial Code; and
- special investment fund law under commercial corporation form, primarily derived from the Monetary and Financial Code.
To address these issues, the Ordinance aims primarily to:
- harmonize the rules applicable to management companies,
- modernize CIUs’ governance and management procedures,
- simplify the formalities and regulation governing the life end of CIUs.
Harmonizing rules governing CIUs’ social life, governance, and operations
The first aspect of the Ordinance aims to harmonize rules related to CIUs’ social life, governance, and operations. It introduces several measures intended to modernize the organization of social life of CIUs, notably by facilitating the digitalization of governance (meetings, general assemblies, and documentation). In this respect, the national text fully aligns with Directive (EU) 2025/25 of the European Parliament and Council dated December 19, 2024, adopted on December 16, 2024, aiming at extending and improving the use of digital tools and processes in corporate law.
Provisions are also adopted to simplify general assemblies, adjust the timing for publishing accounts and dividend distributions, and particularly clarify essential notions related to capital or distributable sums.
Additionally, the Ordinance reforms the governance of certain CIUs by regulating the composition of their governing bodies (the minimum number of partners in the supervisory boards of SCPI and forest savings companies is reduced from 7 to 3, while SPPICAVs structured as SAS must be chaired by a management company) and generalizing the use of videoconferencing for their meetings.
Regarding SICAV with compartments, the Ordinance introduces new governance rules that also apply to SPPICAVs with compartments and securitization companies. It now allows executives to make decisions for mergers or demergers resulting in the creation of a compartment without consulting shareholders. Furthermore, articles of association may provide that resolutions affecting only shareholders in one compartment be subjected only to approval by interested parties during ordinary general assemblies. Finally, decisions regarding merger, demerger, transformation, dissolution, or liquidation of a compartment, without impact on others, may be made in an extraordinary general assembly of shareholders of said compartment, without consulting other shareholders of the fund.
Modernizing formalities and regulations of the CIUs’ life end
The second aspect of the Ordinance deals with the liquidation of investment funds in special situations. Again, the aim is to clarify the applicable law, by specifying the notions of dissolution and liquidation of CIUs, as well as the causes that may lead to their liquidation.
Thus, an administrative liquidation procedure is established, following recommendations from the 2023 HCJP report. This procedure allows the Financial Markets Authority (AMF) to appoint a liquidator, to whom all powers of administration, management, and representation of the collective investment undertaking are transferred. Liquidation can be triggered at the request of the management company’s executives, the liquidator designated in the CIU’s constitutive documents, or even at the AMF’s initiative in case of failure on the part of the CIU’s executives. Nevertheless, it should be noted that the Ordinance does not precisely define the notion of “failure” (défaillance), leaving some latitude to the AMF for interpretation. The AMF should specify its interpretation later to avoid uncertainties in the application of the new regime.
The introduction of this administrative procedure marks a major advancement since common insolvency procedures are unsuitable for the specificities of CIUs. It concretely aims to ensure a faster, more efficient, and pragmatic liquidation process, while preserving the possibility of court-ordered liquidation. An interested third party may still ask the court to appoint a liquidator if the management company fails to fulfill this obligation.
The AMF’s initiative to appoint a liquidator can occur only after a contradictory procedure with the CIU’s managing bodies or its management company. However, in case of urgency or disappearance of these bodies, the AMF may directly appoint a liquidator, with the contradictory procedure occurring afterward to confirm the decision.
Finally, specific adaptations are provided for overseas territories to consider their regulatory and economic specificities.
Conclusion
Through its ambition and rigor, the Ordinance of March 12, 2025, provides answers to stakeholders in a constantly evolving sector. It therefore contributes to better readability of the law applicable to OPCs, strengthens legal security for stakeholders, and modernizes governance by adapting it to digital uses. In this respect, it represents a welcome advance for the competitiveness of the Paris financial center.
