What is a transfer of actions?
A sale of shares is a common operation in the life of a company of people or a civil society (SARL, EURL, SCI, SNC, SCS, for example). With respect to capital companies (SAS, SASU, SA), we are talking about the sale of shares. The sale of shares allows a partner to transfer, by a rate, all or part of their participation to a third party or another partner. This approach can meet several objectives: change of strategy, retirement, willingness to rebalance capital or to meet the arrival of new investors. Keep in mind that a transfer of shares is always carried out by a rate. If done for free, we are talking about the donation of actions. In the last case, the procedure to follow is different.
How to sell shares?
To sell shares, several steps are required. It all begins with the writing of a transfer project: defines the conditions of the operation (price, number of shares, identity of the assignee and the transferr). Then, the assignment partner must obtain the approval of the other partners, with the exceptions provided for in the statutes. This step is often decisive, especially in LLC where unanimity or a qualified majority may be required. Once the approval has been obtained, the transfer is subject to a written act, in private or notarial agreements. This must include several mandatory mentions, such as the number of actions sold, the price or the validity date.
The transfer law must be registered in the Fiscal Administration (within the month of the firm), which automatically triggers the payment of registration rates. Finally, the company must update its statutes and carry out the procedures with the Administration. Keep in mind that all these steps require a certain rigor, errors have arrived quickly. In order not to make mistakes and save precious time, you can call LegalSart, who accompanies him in all his steps from A Z.
What are the consequences of a transfer of actions?
Giving in your actions is not exempt from consequences. In fact, at the tax level, it is likely that the transferor will be imposed on the capital gain carried out, if there is one. The added value corresponds to the difference between the sale price and the acquisition price (or the original value of the shares). For natural persons, this capital gain is subject to income tax at a flat rate of 30 %, except in cases of exemption or reduction for the duration of possession.
Finally, at the legal and social level, the transfer can modify the balance of power within society. In fact, the distribution of capital can evolve: a minority partner can become the majority, egalitarian or vice versa. However, this rocking chair is not neutral: in fact, in a SARL, it can, for example, affect the manager’s social regime. In fact, a majority manager is affiliated with the independent regime (SSI), while an equal minority or manager is the general regime. Therefore, this change is not exempt from consequences and, therefore, it is important to anticipate these points well before any transfer of actions.
This content was carried out in association with legalstart. The BFM business writing did not participate in the realization of this content..
Source: BFM TV
