The transfers of SARL shares are regulated by a license automatically applicable when the acquirer is a third party, and it is possible to strengthen the authorization procedure through a statutory clause. There permission provision is an important tool in SARL, business-and-law details in this article how this is done.
For any transfer to a third party, the law and the statutes of the SARL impose the application of an approval. Approval is also required for donations or exchanges.
The assigning partner must provide notification to the LLC and all associates by extra-judicial act or by registered letter with acknowledgment of receipt, including the identity of the purchaser, the number of shares concerned, and the agreed price.
The manager is required to convene the meeting within 8 days of notification of the proposed transfer.
Approval must be approved for the majority of partners, in number and in shares, but the statutes may require a larger majority. The assigning partner may take part in the vote, unless the articles of association provide otherwise.
The transfer is validated:
In one of these situations, the transfer operation initially planned can therefore be carried out.
When the partners refuse to grant approval, the decision must be notified to the assigning partner by registered letter with acknowledgment of receipt.
Following this refusal, the assigning partner may waive the transfer or, if the shares have been held for more than 2 years, oblige its partners :
Redemption must be made within 3 months following the refusal of approval and the transfer price is set by mutual agreement or by a designated expert in the event of a dispute.
Failing this, the sale of shares initially planned may be carried out.
The condition of holding the shares for at least 2 years does not apply when the partner has obtained the shares following an inheritance, a liquidation of community of property between spouses or a donation from the spouse, an ascendant or of a descendant.
We first mentioned that the articles of association can take into account stricter majority rules to rule on the agreement for a transfer of shares to a third party and prevent the transferring partner from taking part in the vote.
In addition to the mandatory agreement imposed by law in the event of transfer to a third party, it is possible to extend the effects of the agreement by means of the statutes :
The procedures to follow are the same as for an assignment to a third party, with the exception of the majority rules which may vary and the deadlines to be observed which may be shorter.
When a married partner makes a gift to the SARL of property from the community, his spouse has the right to claim the status of partner up to half of the shares obtained in return for this donation.
If the spouse exercises his right of claim, the other partners will only be able to rely on prior acquiescence:
Any transfer of shares carried out in derogation under the terms of the legislation or internal regulations will be null and void.
An endorsement agreement may also be included in an associate agreement, in addition to the rules established by law and the articles of association.
However, the effectiveness of the clause will be reduced because the assignment cannot be undone if made without approval. Only damages can be claimed. In addition, the clause appearing in the partner contract must not contradict the provisions provided for by law and, where applicable, the statutory approval clause.
It is possible to add an agreement provision in a partner agreement, in addition to the rules set out by law and the articles of association.
However, its effectiveness will be mitigated because the assignment will not be voidable if made without approval. Only damages can be claimed. In addition, the clause appearing in the associate agreement must not be contrary to the provisions provided for by law and, where applicable, to the clause of the statutory agreement.
