The sale of shares is a common operation in the life of an LLC. It can occur when a new partner joins, an existing partner leaves, or as part of a restructuring. This operation involves strict rules, both legally and fiscally, and requires precise formalization to be enforceable against third parties.
Hevea Invest supports you throughout the entire process, from drafting the transfer contract to registration with the Commercial Register, in compliance with the Code of Obligations.
According to Article 785 CO, shares are transferable, but their transfer is subject to the approval of the shareholders’ meeting, unless otherwise stated in the articles of association.
The transfer of shares must:
✓ Be documented by a written deed
✓ Receive formal approval from the shareholders (minutes)
✓Be registered in the Commercial Register if the transfer results in a change in the composition of the management or the circle of published beneficiaries
Verification of statuses and advice on legal and tax implications.
Drafting of the transfer contract, the minutes, and the documents for the Commercial Register.
Notarial coordination, filing with the Commercial Register, and updating the register of partners.
The transfer of shares can have tax implications, particularly regarding:
Income tax (if a capital gain is realized by an individual)
Withholding tax (in certain cases)
Potential obligations concerning stamp duties
Entrust the transfer of shares to Hevea Invest to ensure a clear, compliant, and secure process. Our team is well-versed in the legal, tax, and administrative issues related to this type of operation and supports you at every step, up to the official registration with the Commercial Register.
No. Unless otherwise stated in the articles of association, the approval of the other partners is required. This is intended to protect the internal structure of the company.
No. Unless otherwise stated in the articles of association, the approval of the other partners is required. This is intended to protect the internal structure of the company.
No, the notarized deed is not mandatory for an Sàrl, unless otherwise stated in the statutes. However, a written and signed document is essential.
It becomes enforceable against the company upon its notification and registration in the register of partners. It is enforceable against third parties after registration with the Commercial Register, if necessary.
Drafting of the contract, approval of partners, updating the internal register, registration with the Commercial Register (if applicable).
It depends on the profile of the transferor (individual or legal entity) and the amounts involved. A personalized analysis is recommended to avoid any risk of reclassification.
