You are a partner of an SL, and one of the other partners has expressed to the rest their intention to transfer their shares to their child. Well, when a partner wants to transfer their shares, the first thing to do is to check the company bylaws to see if there are any limits or restrictions on that transfer.

Situations

Well, you may come across two situations:

• There is no statutory provision. If the partners have not agreed on anything in the bylaws, the law establishes that the transfer of shares inter vivos (which is done during the lifetime of the transferor) will be free when made in favor of specific persons: the spouse, ancestors or descendants of the transferor, or other partners.

• There is a statutory provision. If the partners included in the bylaws a clause to regulate the so-called right of first refusal , this means that the partners – and even the company itself – will have priority, for example, over the child of the other partner, in the purchase of the shares.

Greater restriction

If the partners want to be more restrictive, they can include in the bylaws a prohibition on the sale of shares (to the spouse, ancestors, descendants or other partners as well as to third parties unrelated to the company), but only in two specific cases:

• Absolute or indefinite. It is possible to completely prohibit the transfer of shares by inter vivos (excluding inheritances or forced transfers – for example, due to an embargo) if partners are granted the right to be able to separate from the company at any time.

• Temporary. The temporary prohibition of the transfer of shares for a period not exceeding five years is admitted, starting from the constitution of the company or, when the shares come from a capital increase, from the granting of the public deed of its execution.

Requirements

To include these prohibitions in the bylaws, the law requires a unanimous agreement of the partners, since this implies a modification of the social bylaws that affects the individual rights of each partner.

 

Our professionals will advise you and address any doubts that may arise regarding the transfer of the company's social shares.