Share transfer (SAS / SA)
A share transfer is the operation by which a shareholder (the transferor) transfers to a buyer (the transferee) ownership of all or part of their shares. Unlike SARL company units (parts sociales), shares are freely negotiable securities in principle (art. L228-1 Code de commerce), unless an approval clause is inserted in the statuts (articles of association), which is common in a SAS (art. L227-14 Code de commerce). The transfer of ownership takes effect through the entry of the transfer in the share transfer register kept by the company and, where applicable, in the shareholder's securities account. The document evidencing the operation is called a transfer order (ordre de mouvement). The transfer must be registered with the tax office within one month, with a proportional duty of 0.1% applied to the price (art. 726 Code general des impots, French general tax code). This form is in English, but the document is generated in French, ready to sign and use in France.
Note: the questionnaire is in English; the generated document is in French.
The transferor
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Frequently asked questions
Are the shares of a SAS freely transferable?
In principle yes, but the statuts of a SAS may provide for an approval clause requiring the transferor to obtain the consent of the company's bodies or of the other shareholders before transferring (art. L227-14 Code de commerce). In a SA, a similar statutory clause is possible under legal conditions.
What is a transfer order (ordre de mouvement)?
The transfer order is the document signed by the transferor that formalizes the instruction to transfer the shares to the transferee. It is submitted to the company for entry in the share transfer register, which evidences the transfer of ownership (art. L228-1 Code de commerce).
When does the transfer of ownership take effect?
For unlisted companies, the transfer of ownership of shares takes effect through the entry of the transfer in the share transfer register kept by the company. It is this entry that makes the transfer enforceable against third parties and against the company itself.
What is the rate of registration duty on a share transfer?
The transfer of shares of unlisted companies is subject to a registration duty of 0.1% on the transfer price (art. 726 Code general des impots), without any allowance. This duty is borne by the buyer unless otherwise agreed. The deed must be registered within one month of its signature.
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