The transfer of shares is a crucial step when owning a French company. Whether its involved in the sale of a business or for investment reasons, knowing how to transfer shares correctly is essential to ensure a smooth transition and protect the interests of all parties that have an interest in the business. To help with that transition, here’s our step-by-step guide that examines the different procedures and regulations surrounding the transfer of shares in French companies.
Verification of company statutes:
Before proceeding with the transfer of shares, it is important to consult the articles of association of the company. The articles of association may contain specific clauses governing the conditions of transfer, such as pre-emptive rights or restrictions on the transfer of shares. It is essential to comply with these provisions to avoid any possible litigation further down the road.
Signature of a deed for the transfer of shares:
The transfer of shares must be formalized by the signing of a deed for the transfer of shares between the assignor (seller) and the assignee (buyer). This deed must contain key information such as the identification of the parties, the precise description of the shares transferred, the transfer price and the terms of payment.
Company notification:
Once the deed of transfer has been signed, it is imperative to notify the company of this transfer. This notification is generally made in writing, by sending a copy of the deed of transfer to the registered office of the company. The company will update its shareholder register to reflect the change in share ownership.
Tax declaration and registration:
The transfer of shares may have tax implications. The transferor and the transferee must make the appropriate tax declarations and pay any taxes on the capital gains on the transfer of shares. In addition, certain transfers of shares must be registered with the relevant authorities, such as the registry of the commercial court, within the prescribed time limits.
Publication of changes:
In some cases, particularly in the case of a listed company, it may be necessary to publish the changes in ownership of the shares in a newspaper which advertises legal notices or to notify the market authorities. These requirements aim to ensure transparency and information for stakeholders.
The transfer of shares in French companies requires careful attention to detail and compliance with legal procedures. By checking the company's articles of association, signing a deed of transfer, notifying the company, making the appropriate tax declarations and publishing the changes if necessary, the parties involved can ensure that the transfer of shares goes smoothly. It is recommended that you consult a legal or tax professional for specific advice on the procedures for transferring the shares in each case. For more information on French company ownership, download our free guide below.
