How do I sell my shares?

SAS being a favored legal form, a transfer of SAS shares will make it easy to welcome new associates to develop the company's business.

But to build loyalty among employees, it may be a good idea to transfer shares to them. They will then become associates of the company and benefit from the associated rights.

It's a way for the company to attract the interest of its employees or corporate officers.

Which companies are concerned?

The transfer of shares is only possible in joint-stock companies. This applies only to companies such as SAS or SA. These mechanisms are particularly advantageous for start-ups.

By selling their shares, they can more easily attract the talent they need.

This makes it possible to enhance the value of employees or even third parties. The transfer of shares is less regulated than the transfer of company shares(SCI or SARL for example).

In principle, transfers of shares are unrestricted.

The terms and conditions governing the transfer of shares are set out either in the Articles of Association or in a separate deed, known as a shareholders' agreement.

Selling shares to employees or managers (BSPCE)

Beneficiaries of a BSPCE acquire the right to subscribe for shares in the company. The price of the shares is set on the day they are granted.

This is interesting because the gain realized between the day the shares are allocated and the day they are sold can be substantial.

But not everyone can benefit from such vouchers.

The law stipulates that the beneficiary may be an employee of the company or one of its directors subject to the employee regime.

The allocation decision is taken by the general meeting of shareholders.

How are profits taxed?

• They are subject to a single flat-rate withholding tax (PFU) at a rate of 30% if the employee has been with the company for more than 3 years.
• They are subject to a deduction of 30%, then social security contributions of 17.2% if the employee has been with the company for less than 3 years.

The AGA must be approved by the Annual General Meeting. The company transfers shares to the beneficiary free of charge.

It may be for the benefit of the company's employees or its corporate officers.

However, employees and corporate officers who already hold more than 10% of the share capital are not eligible for an AGA.

Similarly, they will not be eligible if the allocation results in one of these persons holding more than 10% of the share capital.

Employees will have to respect a certain availability period during which they are not the holder of these shares.

What are stock warrants (or stock options)?

The beneficiaries of a share subscription warrant (BSA) may be employees, corporate officers or persons from outside the company.

The allocation must also be approved by the general meeting of shareholders. By law, warrants are not subject to any exercise conditions.

However, associates may set these conditions in a share subscription warrant plan.

How are gains taxed? Since 2018, they have been subject to a single flat-rate withholding tax (PFU) or "flat tax" at a rate of 12.8%, with the addition of a 17.2% tax corresponding to social security levies.