Transfer of SAS shares : the transfer of SAS shares is generally free, a partner then has the option of freely transferring his shares to another partner or to a third party. However, the statutes of an SAS may include limits on the free transfer of the shares that make up its share capital. There agreement clause is one of the legal tools to regulate the share transfers in SAS.
In general, there is no approval procedure applicable to the transfer of SAS shares because the law does not contain any provisions on this subject, unlike SARLs for which the agreement clause is provided for by law. Partners must therefore include an approval clause in the SAS statutes or possibly in a shareholders' agreement. A violation of the approval clause established in the SAS's articles of association results in the nullity of the transfer of shares.
Recall : for a SASU, the approval clause is not useful unless it is planned to bring in third parties quickly and the sole shareholder wishes to immediately supervise future share transfers.
As mentioned, members of an SAS can set up an approval procedure. The law offers members of an SAS great flexibility in organizing the operation of the company, so many possibilities are offered for acceptance.
The articles of association may require prior approval for:
The acceptance clause may concern the transfer of shares, but also all other possible mutations, such as successions for example. Preference shares can also be covered by the acceptance.
The acceptance clause must then define how the procedure works:
In the event of refusal of approval, the SAS must buy or cause to be bought the shares within a period of 3 months, possibly extended by the courts. In the absence of completion of the purchase within this period, the approval is considered granted.
It is possible to provide that the SAS buys back the securities concerned with a view to canceling them or selling them, within a maximum period of 6 months.
The agreement clause is usually added to the articles of association at the time of drafting. By signing the statutes, the partners accept the clause.
An approval clause that was not initially provided for when it was created can be included later. In this case, a modification of the articles of association is necessary and the agreement of all the partners is essential.
If the obligation of consent was not provided for from its creation, it can be integrated later. In such a case, a modification of the articles of association is necessary and the agreement of all the partners is essential.
