The transfer of shares in a limited liability company (SARL) follows a formal procedure that must be carefully followed.
Obtaining prior approval, drafting a deed of sale, updating the articles of association, registering the deed with the tax authorities, taxing capital gains, etc., are all subjects that need to be mastered.
A general meeting of associates is held to vote on the approval of the new transferee. If the majority of associates representing at least half of the shares vote in favor, approval is granted.
If this is not the case, approval is refused when more than half the associates vote against the new transferee's proposal.
If the seller has held the shares for at least two years, the other shareholders can buy back the shares themselves , propose a new buyer or reduce the capital.
Transfers of SARL shares to a close relative (spouse, heir, ascendant or descendant) or to a co-partner are unrestricted. In other words, the transferor is free to designate the identity of the new shareholder.
It is possible to include an approval clause in the SARL's articles of association, in order to initiate the procedure mentioned in the paragraph above. The identity of the new transferee is then put to the vote of the co-partners.
Once the identity of the new shareholder has been approved, it is necessary to formalize the transfer operation. There are two ways of doing this:
The deed of transfer contains the identity of the transferor and transferee, the number of shares, the designation of the shares, the transfer price, the terms of payment and the approval obtained.
The deed must be registered by the transferor or transferee with the corporate tax department.
The transfer of SARL shares gives rise to the payment of transfer duties, amounting to 3% of the transfer price (or on the actual value of the shares if this is higher) less an allowance of €23,000 calculated on the basis of the percentage of shares transferred in the SARL's share capital. Fees are usually paid by the transferee.
Let's take a concrete example:
Mr X wishes to acquire 75 shares in a SARL with capital of €10,000, divided into 200 shares of €500 each. The amount of registration fees is calculated as follows:
If the shares are sold to a private individual, the seller is taxed on the capital gain . It is added to their taxable income subject to income tax. A deduction is applied for the length of the holding period (50% between 2 and 8 years, and 65% beyond that).
As soon as the share transfer procedure is officially formalized, the transferor loses his membership rights, and the new partner automatically replaces him.
This decision entails updating the company's articles of association. Compliance with official administrative formalities is essential if this process is to run smoothly.
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