All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

For the transfer of shares to be effective, it must be documented in writing. The transferee may request the rescission of the transfer of shares based on the transferor's failure to fulfill their delivery obligation, as in the absence of any written document signed by the parties and recording the transaction, they cannot carry out any of the necessary formalities to make it effective . When the  …

Formalism and enforceability of the transfer

For the transfer of shares to be effective, it must be documented in writing. The transferee may request the rescission of the transfer of shares based on the transferor's failure to fulfill their delivery obligation, as in the absence of any written document signed by the parties and recording the transaction, they cannot carry out any of the necessary formalities to make it effective . When the transfer involves shares, the delivery obligation is fulfilled by signing the transfer orders, a formality that is the sole responsibility of the transferor .

Additional formalities are necessary for the transfer to be enforceable against the company on one hand, and against third parties on the other.

Regarding the company, the transfer of ownership interests is enforceable against it in the forms provided for in Article 1690 of the Civil Code, or, if the statutes stipulate, by transfer on its registers . The registration of the transfer of ownership interests with the tax office, their publication, and their filing with the registry are insufficient to make them enforceable against the SNC, in the absence of notification in the forms of Article 1690 of the Civil Code or proof of the deposit of the originals of the deed at the registered office against the issuance by the manager of a certificate acknowledging it . However, a transfer of ownership interests not notified to the company is enforceable against it when it has been ratified in an extraordinary general meeting, provided that the acquirer of the transferred interests has been convened and the statutes are amended as a result of this transfer .

To be enforceable against third parties, the transfer must, in principle, be published in the RCS . However, even in the absence of this formality, a transfer may be declared enforceable against them when the updated articles of association recording the transfer have been published , or when it has been personally brought to their attention by its express mention in a deed of sale and by its annexation thereto .

Cass. com., 7 April 2009, LawLex202200007564JBJ.

Cass. com., 24 May 2011, LawLex202200011403JBJ.

Cass. 3e civ., 11 October 2000, LawLex202300000341JBJ. - Cf. Cass. 1re civ., 19 September 2007, LawLex202300000337JBJ, considering that the assigned debtor who has knowingly and unequivocally accepted the assignment of the claim cannot rely on the lack of formalities provided for by Article 1690 of the Civil Code.

CA Paris, 18 December 2008, LawLex202200009635JBJ.

Cass. com., 3 May 2000, LawLex202200009399JBJ.

Cass. com., 10 December 1996, LawLex202200007650JBJ.

Cass. com., 18 December 2007, LawLex202200009637JBJ. - Cf. Cass. com., 9 June 1998, LawLex202200007613JBJ, however emphasizing that the enforceability of the transfer of ownership interests against third parties does not imply the modification of the company's articles of association and their publication.

Cass. com., 24 September 2013, LawLex202300000339JBJ.

Company Law (en cours)

293. Formalism and enforceability of the transfer

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293. Formalism and enforceability of the transfer

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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