Deed of transfer of company units (SARL)
The transfer of company units (parts sociales) of a SARL is the deed by which an associe (the transferor) transfers to a third party or to another associe (the transferee) ownership of all or part of their units. Governed by articles L223-13 and following of the Code de commerce, it requires, unless the statuts provide otherwise, the prior approval of the majority of the associes representing at least half of the company units. The transfer is only enforceable against the company once the formalities set out in article 1690 of the Code civil have been completed, or after an original has been filed at the registered office in exchange for a receipt. It must also be registered with the tax office within one month of its signature, subject to a proportional duty of 3% on the price, after an allowance of 23,000 euros (art. 726 Code general des impots). 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
Is the approval of the other associes always mandatory?
In principle yes. Unless the statuts provide more favorable terms, the transfer to a third party outside the company requires the consent of the majority of the associes representing at least half of the units (art. L223-14 Code de commerce). The transfer between associes or in favor of a spouse, ascendant or descendant may be free if the statuts so provide.
When does the transfer become enforceable against the company?
The transfer is enforceable against the company when it is served on it by a bailiff's writ or when it is accepted by the company in an authenticated deed (art. 1690 Code civil). In practice, filing an original at the registered office in exchange for a receipt, or inserting a signed transfer deed in the company's registers, is also accepted.
What is the amount of the registration duty?
The transfer of company units of a SARL is subject to a proportional registration duty of 3% on the price (art. 726 Code general des impots), calculated after applying an allowance of 23,000 euros prorated to the number of units transferred out of the company's total units.
What do the transferor's warranties cover?
The transferor typically warrants that they own the freely transferable units, that these units are free of any undisclosed pledge or lien, and may grant an asset and liability warranty (garantie d'actif et de passif, GAP) covering commitments prior to the transfer that are not apparent on the balance sheet. The GAP is generally the subject of a separate deed.
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