Preliminary review
Verification of the applicable framework: articles (approval and pre-emption clauses), shareholders' agreement (drag, tag, options), shareholder current-account agreements, the seller's tax situation.
→ Corporate · Sub-expertise
A share transfer, whether minority, majority, intra-family or to a third party, requires close attention to the statutory framework, the shareholders' agreement and the tax constraints. We secure the transaction end to end, from the pre-emption right to the entry in the share account, by coordinating the legal, tax and wealth-planning considerations.
→ What we cover
Verification of the applicable framework: articles (approval and pre-emption clauses), shareholders' agreement (drag, tag, options), shareholder current-account agreements, the seller's tax situation.
Notification to the holder of a pre-emption right, request for approval where required, handling of any refusals, exercise of a drag-along or tag-along.
Drafting of the transfer agreement: price, payment terms, representations and warranties, any conditions precedent, transfer timetable.
Calibration of the representations-and-warranties agreement (representations, cap, duration), setting up of any escrow, bank guarantee or price holdback depending on the profile of the transaction.
Signing of the share transfer order, payment of the price, updating of the share-transfer register, notification to the company, tax formalities.
Coordination with the tax adviser on the treatment of the capital gain, eligibility for allowances (holding period, retirement, Dutreil pact), and the filings to be made.
→ Our approach
01
Review of the articles and the agreement, identification of the constraints (approval, pre-emption), preliminary tax analysis and preparation of the timetable.
02
Notification and clearing of the preliminary rights (pre-emption, approval), handling of any refusals or exercises of rights, securing of the process.
03
Negotiation of the terms with the buyer, drafting of the transfer agreement and the representations-and-warranties agreement, finalization of the conditions precedent.
04
Signing of the share transfer order, payment, updating of the register, notifications and tax formalities (capital-gains filing).
→ Who we help
Sale of the controlling block of an SME: clearing of the approval clause, negotiation of the representations-and-warranties agreement, setting up of an earn-out and a transitional handover by the seller.
Sale of a minority shareholder's stake by exercising the exit options of the agreement (put exercisable at an expert's valuation), handling of any disagreements over the valuation.
Transfer of shares between parents and children or between siblings, coordinated with a wealth-planning strategy (gift, dismemberment of ownership, Dutreil pact).
Partial sale as part of an OBO or a recomposition of the capital, with reinvestment by the seller in the fund's holding company and negotiation of the management package.
→ Q&A
A share transfer conveys the company as a whole: assets, liabilities, contracts, employees. A sale of a business (fonds de commerce) relates only to the asset components of an activity (customer base, brand, lease rights) and does not carry the liabilities. The legal and tax regimes are very different.
It depends on the articles and the agreement. An approval clause requires the consent of the other shareholders (often by a qualified majority). A pre-emption right allows them to acquire on a priority basis. A drag-along, by contrast, may force them to sell together. A preliminary review is essential.
For an individual, the capital gain is generally subject to the flat tax or, on election, to the progressive income-tax scale. Allowances may apply (holding period for shares acquired before 2018, retirement). Tax advice is indispensable to optimize the position.
The transfer takes effect on the date of entry in the share account (updating of the share-transfer register), not on the date the agreement is signed. It is this entry that transfers ownership. The formalities must therefore be carried out rigorously.
→ Go further
Let's talk. We respond within one business day to qualify your transaction and direct you to the firm's most suitable lawyer.
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