Share transfer, approval clause, public limited company, SA, EURL, shareholder control, company statutes, transfer restrictions
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Abstract
This document outlines the approval clause for share transfers in a public limited company (SA), ensuring control remains with founding shareholders.
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[...] He undertakes to maintain 100% of the capital and voting rights of this EURL. 2. Prohibition of transfer of shares Given that the shareholders of the SA wish the EURL to remain held at 100% by Prof, it is necessary to provide a clause that prohibits Prof from transferring shares of the EURL in order to prevent a third party from becoming an indirect shareholder of the SA due to the possible redemption of shares. Thus, this clause allows to ensure the exclusive control of Prof over theEURL. 3. [...]
[...] The implementation of such a clause allows them to strictly enclose any transmission of shares by submitting each transfer to a prior approval of the extraordinary general meeting. This process is based on a prior notification of the transferor, followed by a deliberation of the associates, who must pronounce themselves on the acceptance or refusal of the transfer. In the event of refusal, a mechanism of substitution of a new buyer under the same conditions ensures a balance between the control of the associates and the liquidity of the shares. [...]
[...] In addition, one of them plans to create a EURL to hold its shares in the SA. One of the partners therefore wants to ensure that this EURL remains under its exclusive control, in order to preventto prevent'enterentry of a third party into the SA. It will first be necessary to define the anonymous society by seeing if this form of society is suitable for the situation of the three individuals, and then see how to insert the approval clause into the company's statutes. [...]
[...] Until approval has been obtained, the transfer is not opposable to the company and the shareholders. 2. Procedure to follow Before any transfer of shares, the transferor must notify their intention to transfer their shares, by registered letter with acknowledgement of receipt to the president of the company, this must mention the identity of the transferee with all the information concerning them, but also the number of shares concerned by this transfer, and finally, the price and conditions of the transfer. [...]
[...] The possibility of inserting a consent clause In principle, in anonymous companies, it is possible to freely cease shares, this is stated in Article L. 228-1 of the Commercial Code which provides that 'shares are freely negotiable except for legislative provisions or statutory clauses restricting their transfer'. In the spaceisthis, Timid, Prof and Grincheux want to create a public limited company. In principle, they could freely transfer their shares. However, this does not correspond to their will, because they want keep control over the shareholding. [...]
