Filing a legal instrument for the transfer of shares (with a change of manager) - Nouvelle Calédonie
The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.
Filing a legal instrument for the transfer of shares (with a change of manager)
Within a general partnership (SNC), shares may only be transferred upon the consent of the partners. Notwithstanding any clause to the contrary (Article L. 221-13 of the Commercial Code).
Within a limited partnership, shares may only be transferred upon the consent of all partners (Article L. 222-8 of the Commercial Code). However, the articles of association may stipulate that:
1° the shares of limited partners are freely transferable among partners;
2° the shares of the limited partners may be ceded to third parties uninvolved with the partnership upon the consent of all the general partners and of the majority in number and in capital of the limited partners;
3° a general partner can transfer a portion of his shares to a limited partner or to a third party uninvolved with the partnership upon the consent of all the general partners and of the majority in percentage and in capital of the limited partners.
Within a limited liability company (SARL), shares can only be transferred to third parties uninvolved with the company with the consent of a majority of the partners representing at least half of the shares, unless the articles of association provide for a stronger majority (Article 223-14 of the Commercial Code). However, transfer to a spouse, heir, or lineal descendant may be achieved without consent if so anticipated by the articles of association (Articles L. 223-13 and L. 223-16 of the Commercial Code).
Registration: it relies on the legal instrument for transfer of shares and is effectuated with the tax office of the place of residence of the transferor or transferee.
Separate filing of the legal instrument at the Trade and Companies Register is a condition for contest of a transfer to third parties.
Note that Order No. 2014-863 of 31 July 2014, relating to company law, provides that legal instruments for transfer of shares of an SNC and an SARL need not be separately filed with the Trade and Companies Register: from this point forward, contest of third parties is assured by a single filing at the RCS of the modified articles of association after the transfer. For accomplishment of this formality, the modified articles of association must be accompanied by the decision of the partner declaring the transfer of the shares.
Documents to be attached to the file
LEGAL INSTRUMENTS TO BE PRODUCED BY ANNEX TO THE RCS
An original copy of the legal instrument for transfer of shares (unless it relates to an SNC or an SARL), signed by the transferor and transferee, stamped and registered by the tax office.
A copy of the extraordinary general meeting approving the modification of the distribution of shares certified as conforming by the legal representative.
A copy of the current by-laws, dated and certified by the legal representative.
The duly completed and signed M3 SARL-SELARL forms. These "M3 SARL-SELARL" forms are provided as the declarations for limited liability companies (SARL and EURL) and private practice companies with limited liability. If the declaration relates to a company having another form (SNC, a civil society or a limited partnership company), the forms to be transmitted are M3forms.
A title, diploma, approval or authorisation in the event of exercise of a regulated business with respect to which the manager must respect the conditions of the exercise.
FOR THE NEW MANAGER
A copy of the ID card: copy of a valid passport or national identity card or a two-sided copy of a valid residence permit, if applicable. The status indicated on the residence permit must allow the holder to register with the Trade and Companies Register (RCS).
An original dated and signed sworn declaration of non-conviction , which will be subject to verification with the criminal record by the appointed judge of the Trade and Companies Register.
A certificate of family relationship full names of parents) unless the relationship already appears in a document already provided.
ATTACH A CHEQUE FOR 205.50 EUROS
Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.
Cost breakdown for this formality
Registry fees (including filing costs: 7.80)
Fees of the registry office: postage fees of extracts included. INPI: National institute of industrial property (paid by the registry office). BODACC: Bulletin Officiel des Annonces Civiles et Commerciales (Official Journal of Civil and Commercial Announcements) (paid by the registry office).