The security fiducie is a French-law security tool through which an asset is temporarily transferred to a fiduciary to secure a financing. It is often used where the parties are seeking a robust security, quick to enforce and tightly framed by contract. BENSAID Avocats supports the setting-up of asset-backed financings, fiducies, asset refinancings and structured transactions under French law.
The security fiducie (fiducie-sûreté) has no self-contained regime: it is the fiducie of articles 2011 to 2030 of the Civil Code, to which the legislator has added a handful of specific rules. They fit into three articles for movable assets (2372-1 to 2372-3) and into the mirror articles 2488-1 et seq. for real estate. All of them stem from the ordinance of 15 September 2021, in force since 1 January 2022.
One point that practice has not always absorbed: until 31 December 2021, article 2372-2 also required the agreement to state the estimated value of the transferred asset, on pain of nullity. The 2021 ordinance removed that requirement. Older templates that still include it are not dangerous, but they reflect an outdated reading of the statute.
Seven particulars condition the validity of the deed: the six of article 2018, common to every fiducie, plus the secured debt of article 2372-2. Everything else is a matter of negotiation — and that is where the strength of the security is decided.
The assets or rights transferred, the duration of the transfer within a limit of ninety-nine years, the identity of the settlor, of the fiduciary, of the beneficiary or the rules for designating one, the mission and the scope of powers, and finally the secured debt. Omitting a single one of these particulars renders the agreement void.
Registration within one month with the tax office of the fiduciary's seat, on pain of nullity, and land registration where the security covers real estate. The subsequent designation of the beneficiary, or of a third-party protector, follows the same rule.
The fate of the asset upon default, the expert-valuation mechanics, the interplay with the other security interests of the banking pool, reloading, the availability agreement letting the settlor keep using the asset during the fiducie, and the fiduciary's remuneration.
Any clause that would set aside the expert valuation provided for by article 2372-3 is deemed unwritten. It is the settlor's public-policy protection against a realisation at an undervalue, and no drafting can work around it.
The security fiducie is sought for its efficiency. The temporary transfer of ownership to the fiduciary strengthens the creditor's position and allows for a finely tuned contractual organisation of events of default.
It facilitates the governance of the security, improves the clarity of the structure and can offer more flexible and faster enforcement than certain classic security interests. Under article 2011 of the Civil Code, the fiducie is the operation by which a settlor transfers assets, rights or security to a fiduciary, tasked with managing them autonomously for defined purposes, for the benefit of one or more beneficiaries.
The security fiducie is governed in particular by article 2372-1 of the Civil Code for movable assets and by article 2488-1 for immovable assets. It serves to secure a debt or a financing through a legally framed temporary transfer of ownership. It is particularly used in real-estate, securities or complex-asset financings.
Un mécanisme juridique sophistiqué résumé en quatre temps : l'investissement, la mise en fiducie, le versement des coupons, et la protection en cas de défaut. L'animation se lance automatiquement.
Three roles structure every security-fiducie transaction.
The security fiducie can cover many types of asset.
The cost depends on several factors and should be assessed as an overall cost.
The enforcement procedure is entirely defined in the contract.
The firm sets up and enforces security fiducies for the benefit of lending institutions and investors, on structured financings and demanding transactions. A few anonymised situations.
A bank pool finances the acquisition of a group. To offer the lenders a security unaffected by a subsequent failure of the borrower, the firm sets up a security fiducie over the key shares and assets, held in an isolated dedicated estate, bankruptcy-remote.
A large financing is backed by a set of real-estate assets. The security fiducie offers a first-ranking security, out of the reach of other creditors, allowing an unwinding on better terms than the mortgage alone.
Unlisted shares, receivables, artworks: where classic security reaches its limits, the firm structures a security fiducie suited to the nature of the asset.
A security regarded as fragile by a lender is replaced by a security fiducie, clearer and more quickly realisable, in order to secure the refinancing of an existing facility.
On the borrower's default, the creditor must take hold of the asset without being exposed to the competing claims of other creditors or the delays of insolvency proceedings. The firm supports the realisation of the security, from the determination of default to the attribution of the asset.
Two tools, two logics: the comparison is central in practice.
Both tools follow a security logic, but their legal technique and practical efficiency differ significantly. The choice depends on the nature of the assets, the financing context and the flexibility sought by the parties.
Security fiducie: temporary transfer of ownership into a separate fiduciary estate.
Mortgage: an in rem security interest, without transfer of ownership.
Security fiducie: tightly framed by the contract, with often more flexible scenarios.
Mortgage: more classic enforcement, often more procedural.
Security fiducie: often strong, notably in structured financings.
Mortgage: classic and well known, but sometimes less flexible in the structure.
Security fiducie: can be competitive depending on the nature of the assets and the structure.
Mortgage: depends notably on the duties and formalities attached to the mortgage.
To go deeper into every aspect of the security fiducie: structuring, implementation, default scenarios, interaction with other security.
The firm's security-fiducie practice is led by Jonathan Bensaid (founding partner) and Lauren Bensaid (Banking & Finance partner), in coordination with a network of multidisciplinary experts (notaries, bankers, chartered accountants, financial advisers).
The security fiducie is a temporary transfer of ownership by way of security for the benefit of a fiduciary, in order to secure a debt or a financing.
Enforcement follows the procedure set out in the contract: determination of the default, independent valuation, then realisation of the assets according to the agreed terms. If the value exceeds the debt, a balancing payment may return to the settlor.
The security fiducie rests on a temporary transfer of ownership into a separate estate, whereas the mortgage is an in rem security interest without transfer of ownership. Their cost and their practical efficiency depend on the matter.
The security fiducie rests on an estate segregation that strengthens the protection of the transferred assets. For the overall implementation, see the fiducie practice.
The cost depends on the nature of the assets, the complexity of the structure, the formalities, the taxation and any fiduciary administration. It is more relevant to reason in terms of the overall cost of structuring and enforcement than in terms of a headline fee.
Transferred assets, duration, parties, powers of the fiduciary, secured debt, terms of realisation and objectives. Any omission may weaken the act.
All of the firm's fiduciary resources, accessible from this page.
Overview of the 4 forms of fiducie with an explanatory animation.
Voir la page Form of fiducieAdministration and governance of a dedicated estate, under fiduciary mandate.
Voir la page Form of fiducieHolding, structuring or security over land and built assets.
Voir la page Practice areaThe role, the safeguards and the obligations of the fiduciary lawyer.
Voir la page AnalysisThe 2026 structuring of the security fiducie over real-estate assets and refinancing.
Voir la pagePresent the context, the asset profile and the counterparties, to assess the relevance of a security fiducie and arrange an initial consultation.
© BENSAID Avocats — The information on this site does not constitute legal advice. Civil Code, articles 2011 to 2030, 2372-1 and 2488-1. Editorial update: April 2026.
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