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What is the transfer of shares?

 The sale of shares mainly concerns joint-stock companies, that is to say SCIs, SARLs and EURLs. These legal forms of company are held by at least two partners. Each partner has funds invested in the company. At any time, the partner can recover his invested funds legitimately.

Technically, a transfer of shares involves a partner (the transferor) and an acquirer (the transfer). It involves a whole series of administrative and legal procedures. What exactly is the transfer of shares? What are the general rules relating to the transfer of shares? What costs should you expect for tax registration and registry fees? What about the tax on capital gains?


The transfer of shares: what is it?

As a partner in a SARL, SCI or EURL, you own shares. Concretely, you can transfer your shares in the company to a new partner. You can also sell them when you want to leave the company or reduce your participation.

A transfer of shares therefore consists in selling or giving away all or part of the rights that you hold in the share capital of the company. In this sense, the partner who sells or assigns his rights is called "the assignor". On the other hand, the person who will buy them or receive them will be called "the assignee". Knowing that the shares can be transferred to a partner, a third party or an heir.

The assignee can be an associate or a third party. In all cases, once the rights have been transferred, he becomes a new partner in the share capital of the company. The purchaser then benefits from a right to dividends and a right of veto of General Meetings of associate members of the company.

Small clarification: the transfer of shares only concerns companies that have the legal status of a SARL, SCI and EURL. It is then free or by vote. For SAS and SASU, reference is made in particular to a transfer of shares.


What are the general rules relating to the transfer of shares?

The sale of shares complies with a certain regulatory procedure. It requires a contract, therefore it must imperatively take on very specific conditions and rules.

If the shares to be transferred constitute common property, the spouse of the transferor must absolutely give his consent during the transfer.


Consent of the parties

It is important to draw up a written deed in order to inform all your associates of a possible transfer of shares. To do this, notify your project of transfer via a registered letter with acknowledgment of receipt or by the intervention of a bailiff. You can also send the notification of the proposed disposal to the manager of the company. The latter will be responsible for transmitting it to the other partners.

The consultation of the partners follows. Within 8 days after receipt of the notification, a General Meeting will vote to approve the transfer of shares. Finally, the partners vote in order to position themselves on the transferor's request for consent. The response time to accept or refuse the proposed sale is 3 months for an LLC, against 6 months for an SCI.


Completion of the deed of transfer of shares

A transfer of shares must necessarily be recorded in a written document. The latter can be drawn up under private signature or by notarial deed. A proper deed of transfer includes the following mandatory information:

  • ·         the name and full address of the assignor, the assignee and the company,
  • ·         the amount of capital,
  • ·         the registration number of the company,
  • ·         the number of units sold,
  • ·         the unit price of the units sold with the total price of the sale,
  • ·         the terms of settlement of the transaction,
  • ·         approval of partners.


Modification of the company's articles of association

Once the shares of a partner have been transferred to a third party, you must proceed with the modification of the articles of association of the company. Why? Quite simply because there has certainly been a new distribution of social capital. This step is subject to a strict procedure.

You must first convene an extraordinary AGM. It will also be necessary to write a report. Added to this is the publication in a newspaper of legal notices and the filing of the file with the clerk of the commercial court.


Registration of the deed of assignment

The deed of transfer must then be registered with several organizations. Once signed, you have a period of 1 month to register it with the tax services of the company. You must also register the new articles of association of the company and provide two copies of the deed of transfer to the clerk of the commercial court. Remember to keep a copy of the deed of transfer at the company's head office.


Transfer of shares: what are the costs to be expected?

The transfer of shares is subject to a registration fee. More specifically, the act must mention:

  • ·         the nature of the company's activity,
  • ·         the total number of shares that make up its capital,
  • ·         the amount of the allowance for the transfer,
  • ·         The amount after application of the allowance.

These references make it possible to determine the amount of registration fees. They allow you to benefit from an allowance in certain cases.

In the case of a transfer of shares in an LLC, the registration fees are set at 3% of the price paid to acquire the shares in the company. This share transfer rate is subject to a deduction of 23,000 euros. On the other hand, they are valued at 6% of the price paid for a transfer of shares in an SCI provided that half of the assets are made up of real estate.

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What is the transfer of shares?

 The sale of shares mainly concerns joint-stock companies, that is to say SCIs, SARLs and EURLs. These legal forms of company are held by at...