Deeds, formalities and legal support
Are you planning to sell, transfer or buy back shares in a SARL, SCI or SCP? This type of transaction cannot be improvised. The transfer of shares is a contractual, fiscal and administrative process, which must be rigorously supervised to avoid any risk of disputes between partners, blockages or nullity.
Our law firm supports managers, partners and heirs at every stage of this sensitive process. From the drafting of the deed to theregistration andapproval procedure, we offer you tailor-made legal support.
What is a share transfer?
The transfer of shares involves transferring ownership of shares in a company (SARL, SCI, SCP, etc.) from one partner to another, to a third party, or to an heir.
The transfer can take place :
- Between associates of the same company
- For the benefit of an outside party
- As part of a family transfer
- When the company buys back its own shares
Who is affected by a share sale?
This type of operation is aimed at several profiles:
- Partners of SARLs, SCIs or SCPs wishing to exit the capital
- Managing partners preparing a buyout or partial buyout
- Successors or heirs, following a death
- External acquirers acquiring a stake in an existing company
The transfer of company shares is also a frequent occurrence during restructurings, partial contributions of assets, or the arrival of investors.
Steps to a secure sale
Drafting the deed of sale
The key document in any transaction is thedeed of sale. It must include mandatory details: identity of the parties, number of shares sold, price, payment terms, approval clause, etc. Poor drafting can render the deed unenforceable or even invalid. Poor drafting can render the deed unenforceable against the company, or even invalid.
Approval procedure and information for associates
In the majority of non-trading companies or SARLs, the transfer is subject to an approval procedure. This implies :
- Official notification of other associates
- Calling a meeting or written consultation
- A deliberation in due form
Without approval, the sale may be blocked.
INPI registration and formalities
Thedeed of transfer must then be registered with the tax authorities (within one month), followed by an update of the articles of association and formalities with the INPI.
These formalities determine the legality of the transaction and its enforceability against third parties.
Why work with a corporate lawyer?
Calling on a lawyer for the transfer of shares allows you to :
- Securing the operation from a legal standpoint
- Avoid illegal clauses or conditions
- Integrating the specific tax aspects of the sale
- Foresee potential disputes in the deed (warranty of liabilities, non-competition, etc.)
- Ensuring compliance with formalities
Our mission: to be your single point of contact, in liaison with your chartered accountant or notary if necessary, to offer you comprehensive support.
Risks to avoid when selling shares
An ill-prepared sale can result in :
- Blockages between associates
- Irregularities leading to the ineffectiveness of the operation (lack of approval, notification, etc.)
- Tax risks (miscalculated registration fees, tax reassessments)
- Post-sale disputes (disagreement over price, poorly drafted clause, etc.)
Entrusting this operation to an experienced business lawyer will protect you from these pitfalls, safeguard your interests and streamline the process.
Frequently asked questions about selling shares
What’s the difference between shares and stocks?
Shares apply to non-trading companies (SARL, SCI, etc.), while shares apply to joint-stock companies (SA, SAS).
Can I sell my shares without the agreement of the other partners?
Not always. In SARLs and SCIs, transfer to a third party is often subject to approval by the partners. Transfers between spouses or ascendants/descendants are sometimes free, but this is rare. For this, you need to refer to the stipulations of the articles of association.
What are the costs involved in selling shares?
In addition to the sale price, you need to allow for :
- Registration fees (generally 3%)
- Lawyer’s fees
- Formalities and registration fees
How can you anticipate a dispute in the event of a disagreement?
Ideally, exit, pre-emption or mediation clauses should be included in a shareholders’ agreement. The support of a lawyer can also help defuse an emerging conflict before it becomes contentious.
Contact a lawyer for your sale project
Are you thinking about selling or buying back shares?
Have your deed drafted or checked by an experienced lawyer.
We’ll be with you every step of the way to ensure that your transfer goes smoothly, securely and correctly.