[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 204
required; see more details below),
appointment and revocation of the president , any decision resulting in an amendment of the articles of association (increase or reduction in the capital, issue of securities, merger, de-merger or partial contribution, transformation into another form),
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appointment and removal of the manager, any decision resulting in an amendment of the articles of association (increase or reduction in the capital, issue of securities, merger, de-merger or partial contribution, transformation into another form),
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winding-up of the Company.
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winding-up of the Company.
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SHARE TRANSFER
Restrictions on share transfer
N/A
• freely transferable unless otherwise provided by the articles of association
• freely transferable to other shareholders unless otherwise provided by the articles of association • requirements for transfer to third parties: consent of a simple majority of shareholders, and those shareholders must represent at least 1/2 of the issued shares (unless a higher majority is provided in the articles of association) Must be evidenced in writing in a share transfer agreement; The articles of association must be amended in accordance with such transfer and registered with the Registry of Commerce and Companies. The transfer of shares is subject to a 3% registration fee on the transfer price, payable by the purchaser, considering a minimum fee amounting to EUR 25. However, a deduction equal to € 23,000 multiplied by the percentage of the transferred shares on the total issued shares is applicable on the transfer price. This deduction does not apply to the transfers of shares of real estate companies. In that case, the transfer of shares is subject to a 5%
• procedure freely set by the articles of association • shareholders may opt for a lock-up clause (maximum ten years), pre-emption clause or squeeze-out clause • those clauses require the unanimity of shareholders
Formal requirements
Share transfer order and recording in share transfer register
Share transfer order and recording in share transfer register
N/A
Stamp duty
0.1% proportional fee on the transfer price, payable by the purchaser, with a minimum fee of EUR 25.
0.1% proportional fee on the transfer price, payable by the purchaser, with a minimum fee of EUR 25.
N/A
. In the case of real estate companies, the transfer of shares is subject to a 5% registration fee.
. In the case of real estate companies, the transfer of shares is subject to a 5% registration fee.
ILN Corporate Group – Establishing a Business Entity Series
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