The capital of commercial companies, other than by shares, is divided into shares which are equivalent to title deeds. The partners have the right to transfer their shares, in whole or in part. This action is subject to approval, the rules of which vary depending on the form of the company, the type of transfer, and the articles of association. Phenix Expertise advises and guides you in the legal procedures.
The procedure to follow for the transfer of shares
When a partner decides to sell all or part of his shares, there are certain procedures to be carried out, and in certain cases, the transferor will have to obtain an authorization to sell its units. The procedure for authorization differs depending on the legal form of the company and the articles of association. In general, when the transfer is made to another partner, to the spouse, ascendants or descendants of the transferor, the procedure is quite simple and only requires approval in certain cases, generally provided for by the articles of association. On the other hand, if the buyer is an external person, the transfer is much more regulated and the approval becomes compulsory. In each of these cases, the transfer of units must be the subject of a contract which must mention the names of the transferee and the transferor, the number of units sold and their value, as well as the signature of both parties. If it is the manager who sells all of his shares, it will also be necessary to organize the election of a new manager.
Assignment guarantees
The transferee benefits from the enjoyment of his shares from the signing of the contract or at a later date provided for therein. There are several guarantees linked to the transfer contract, in order to protect the beneficiary of the units.
- The legal guarantee of eviction makes it possible to protect third parties who could claim ownership of the shares and request the cancellation of the transfer. The assignor must not perform any act that could harm the rights of the assignee or prevent him from achieving the corporate purpose.
- The assignee is guaranteed against hidden defects concerning the corporate heritage.
- The value of the asset is guaranteed and takes into account the value of the company.
- The contract may also contain a liability guarantee clause which commits the assignor to assume the debts prior to the assignment.
Transfer of shares in sarl
The partner who wishes to initiate a transfer of shares in limited liability company must first notify his decision to the company and to the other partners. The manager will then have to convene an extraordinary general meeting during which the other partners will give their consent or not. In principle, the transfer is free when it is made to a spouse, an ascendant, a descendant or another partner, unless otherwise provided in the articles of association. On the other hand, if the transferee is a third party, the approval is subject to a double majority, or to a higher majority fixed by the articles of association. The transferor can take part in the vote. In the event of inheritance, the rules are the same as for the transfer to a descendant. If approval is required by the articles of association and is refused, the heir is entitled to the value of the shares. The partners have a period of three months to give their approval, after this period, it is considered as acquired. Following the sale of the shares, the transfer contract, the copy of the minutes of the extraordinary general meeting and the update of the articles of association, must be filed with the clerk of the Commercial Court. The declaration must be made to the tax authorities within 30 days of signing the deed.
Sale of shares in sci
The peculiarities of accreditation in sci
The transfer of shares in sci is subject to certain rules and the need for authorization depends on the transferee. For ascendants, descendants and heirs, approval is not necessary but it may be required by the statutes. For other partners or spouses, approval is required but an exemption can be issued. For all other third parties, approval is compulsory. This must be given unanimously within six months or it will be acquired by forfeiture. Authorization may be refused if one or more partners wish to acquire the shares, if the company has the shares acquired by a third party designated by the articles of association or unanimously or if the company buys back the shares and cancels them. In these cases, an offer to purchase must be presented to the transferor. The formalities for the transfer of shares are a little more complete in sci. The transfer must be recorded in writing in an authentic instrument, or signed by a bailiff, then filed with the clerk of the Commercial Court with a copy of the modification of the articles of association. In addition, a tax declaration must be made, as the sale of shares is subject to a registration fee proportional to the sale price.
Why call on an expert?
The procedures and formalities to be carried out during a transfer of shares vary a lot depending on the legal form of your company, the nature of the transferee or the articles of association. To help you see more clearly, Phenix Expertise guides you, answers all your questions and assists you in administrative and legal procedures. In addition, in the event of a dispute or refusal of approval, the procedures can become cumbersome and more complex. A professional in the field will help you overcome these difficulties in order to carry out the transfer of the shares easily and quickly. You may also need help in drafting various legal documents such as the assignment contract. By calling on a consulting firm like Phenix Expertise, the idea is to simplify your task, to benefit from professional advice and to save time for the company, the assignor, the assignee and the other partners.
We can also guide you in the tax optimization of a share transfer .
