Filing a legal instrument for transfer of shares (without 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 transfer of shares (without a change of manager)
Within 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 the general partners are freely transferable between partners;
2° the shares of the limited partners can be transferred to foreign corporate third parties upon consent of all the general partners and of the majority in percentage 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 corporate third party upon consent of all the general partners and of the majority in percentage and in capital of the limited partners.
Within a limited liability partnership (SARL), shares can only be transferred to foreign corporate third parties with the consent of a majority of the partners representing at least half of the shares, unless the articles of association anticipate 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 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, anticipates that legal instruments for transfer of shares of a SNC to a SARL need not be separately filed with the Trade and Companies Register : from now on, 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 a decision of the partner declaring the transfer of the shares.
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 a SNC or a 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.
ENCLOSE A CHEQUE FOR 19.32 EUROS (FILING BY MAIL)
Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.
Cost breakdown for this formality
Registry office administration fees (including postal fees: 0.74)
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).