The simplified joint-stock company, or SAS, is a legal form that offers many advantages to business leaders. It is characterized in particular by its great flexibility in drafting the articles of association. The share capital is divided into shares, which in turn are divided among the shareholders. The allocation is proportional to the amount of each contribution. However, it happens that some partners are forced to withdraw and sell their shares. How to proceed in this case? Is it compulsory to inform others?
Notification of partners about the transfer of shares: two scenarios
It is imperative to inform the other partners of your transfer decision. There transmission of information then takes place in two phases.
The first refusal clause: a must when selling shares
This clause is considered essential to ensure the sustainability of the company. It obliges you as the commissioning partner to do so propose the purchase of shares primarily to other partners. Such an arrangement prevents the shares from getting into the hands of a competitor or a third-party investor. This allows the company to keep the same partners and control the entry of foreign people when making decisions.
In the event of a transfer of shares in the SAS, the shareholder must therefore inform the others. They can then in turn exercise their right of first refusal depending on the number of shares to be sold the stated selling price. If there are many interested partners, the shares must be divided in proportion to the shares already held.
Inform other shareholders after the transaction
If the shares are transferred to another person, this must also be communicated to the other shareholders. We recommend that you respect all the formalities for the information to be valid. It will therefore be necessary notify them by registered mail with confirmation of receipt. The letter should contain the following information:
- the identity of the buyer,
- the seller’s account is debited,
- the number and type of shares transferred,
- the scheduled transfer date of the shares.
When the other employees receive this letter, the company will make an application Movement register update. The name of the previous shareholder is thus deleted and replaced by that of the new buyer.
The other clauses governing the transfer of shares in a SAS
The partners of an SAS definitely are They are free to sell their shares without permission, but may be limited by certain conditions. In addition to the pre-emption clause mentioned above, there is also the non-alienable clause and the approval clause.
The inalienability clause
It prohibits shareholders from selling their shares for a certain period of time. The maximum application period is estimated at 10 years. In addition, the clause can be mentioned at the level of the shareholders’ agreement and only affects the signatories. Their goal is to keep the founding group of the SAS founding project intact. This enables at the same time limit external influences.
The Approval Clause
Its purpose is to provide a framework for the entry of a new shareholder. The transfer of the shares then requires the consent of the SAS shareholders. These must hold a general meeting give their consent or not.
Focus on the various formalities related to the transfer of shares in a SAS
The procedure for selling shares is not not always monitored at statutory level. In order for it to be valid and proven, however, certain formalities must be observed.
The promise of surrender
Two actors are involved in the transfer of shares: the transferor and the buyer or acquirer. You may choose to make a promise to sell shares prior to closing the purchase agreement. Note, however, that this stage is not mandatory at all. It’s kind of Pre-contract, which is a unilateral promise. In most cases, the shareholder agrees to transfer their shares to an individual, known as the beneficiary. So the promise consists in establishing the characteristics that define the transfer: the conditions, the price, etc. The buyer can accept the offer or not within a certain period of time. If accepted, the transfer of Shares is final.
Drafting the Escrow
The preparation of a written document is not a legal requirement in connection with the transfer of shares in a SAS. However, it is an urgently recommended measure for more transparency and legal certainty. And for a good reason Evidence of the commitment of both parties. In order to properly speak of a deed of escrow, it must contain a number of items of information.
- the identity of the seller and the buyer,
- the number of shares sold,
- the price of securities,
- terms of payment etc.
Other clues include: Date and deadline for submitting shares. After the transfer, the company’s securities movement register will be updated.
Registration of the transfer
After signing the deed, you have one month to submit your declaration to the tax department of the company (SIE). To do this, you must pay the registration fees associated with the transfer. These duties are estimated at 0.10%. on the selling price.
Stock sale: What impact on the SAS?
Clearly, selling stocks will have an impact some consequences for the SAS.
A shareholder’s power may vary in proportion to his interest in the company. The sale of shares in favor of the partner therefore means that the latter has a great influence on the company’s decisions. However, this is not a general truth when it comes to SAS. It has great flexibility in terms of the company’s internal governance methods. It is up to the shareholders to determine this at the level of the Articles of Association. Because of this, some SAS limit the conditions for transferring shares through theIntegration of pre-emption or approval clauses.
This is not a means of retaining the partner, but rather a means of controlling new inflows of capital. Selling shares does not create new securities. However, it is a transaction that allows for a revaluation of securities, which has the consequence Change in Equity.
Oversight: a necessity
The conditions for the sale of shares in a SAS are usually set out in the partnership agreement or articles of incorporation. For this reason it is advisable to seek support for the insertion of the necessary clauses to ensure this Company shareholder protection. In addition, as with any purchase or sale, the legal framework of the agreement is crucial. As the transferor, you must prioritize your interests when negotiating and drafting the deed.
Depending on your requirements, this may be necessary Consult a lawyer or specialized blogs. This will provide you with information, advice and in-depth documentation on corporate governance and the transfer of shares. The intervention of a legal specialist will help you sell your shares in compliance with the various clauses that bind you to the SAS.
There are many reasons that can justify the sale of shares: desire to exit, attractive takeover bid, etc. In any case, it is advisable to think carefully about your plan, but above all not to forget to warn the other shareholders. Sending the information to them enables reception internal acquisition proposals and ensures that the securities movement register is updated.
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