Regime for the Transfer of Shares: How to Transfer Rights in Your Company in Barcelona
How to Transfer Rights in Your Company in Barcelona
The regime for the transfer of shares is one of the most sensitive aspects in managing a limited liability company (LLC). Unlike the shares of a corporation, shares in an LLC are not freely transferable and are subject to restrictions that must be clearly defined in the company’s bylaws. At AGL Consultores, a legal advisory firm in Barcelona, we help you properly and legally manage share transfers to ensure your company’s stability.
- What is Share Transfer? Share transfer refers to the process through which a partner transfers their shares to another person, whether another partner or a third party. This transfer can occur inter vivos (such as through a sale) or mortis causa (inheritances). Unlike shares in a corporation, shares in an LLC are subject to restrictions that must comply with what is dictated by the company’s bylaws.
At AGL Consultores, we guide you through the entire process to ensure that share transfers are carried out lawfully and smoothly.
- How Does the Share Transfer Regime Work? The share transfer regime is regulated by the Spanish Companies Act, which establishes the foundations for such transactions. The company’s bylaws may include additional limitations regarding how and when shares can be transferred. There are two main types of transfers:
- Inter vivos transfers: These occur between living parties, such as the sale or assignment of shares in exchange for other benefits. These transfers are subject to restrictions, such as the right of first refusal by the other partners.
- Mortis causa transfers: These take place when a partner dies, and their shares pass to their heirs. In this case, heirs may receive the shares, although the bylaws can establish certain rights for the existing partners.
At AGL Consultores, we help you review your company’s bylaws to ensure that the rules for share transfers are clearly defined and compliant with legal standards.
- Right of First Refusal One of the main restrictions in share transfers is the right of first refusal. This means that before selling their shares to a third party, the partner wishing to transfer them must offer them to the other partners, who have the right to purchase them under the same conditions.
This right protects the company’s stability, preventing external parties from joining without the current partners’ consent. If none of the partners exercise this right, the selling partner may transfer their shares to a third party.
At AGL Consultores, we assist you in correctly applying the right of first refusal to ensure that share transfers are carried out fairly and in accordance with the law.
- Procedure for Share Transfer The process of transferring shares generally involves several key steps:
- Notification to partners: The partner intending to transfer their shares must notify the company and the other partners, specifying the conditions of the sale.
- Preferential offer: The other partners have a period (typically outlined in the bylaws) to decide if they wish to purchase the shares under the same conditions.
- Approval by the General Meeting: In some cases, the transfer of shares must be approved by the General Meeting of Partners, especially if the transfer is to a third party.
- Formalization of the transfer: If the partners do not exercise their preferential rights or the meeting approves the sale, the transfer can be formalized through a private contract or a public deed.
At AGL Consultores, we assist in managing this transfer process, ensuring that all steps are carried out efficiently and legally.
- Mortis Causa Share Transfers When a partner dies, their shares pass to their heirs, but this process may also be subject to restrictions in the bylaws. Heirs may receive the shares, or alternatively, the company may decide to purchase those shares or offer them to other partners. In any case, the bylaws must clearly define the process to protect the rights of all parties.
At AGL Consultores, we provide advice on managing share transfers in the event of a partner’s death, ensuring that all procedures comply with current regulations.
- Consequences of Unauthorized Transfers If a partner transfers shares without following the procedures set forth in the bylaws or the law, the transfer may be considered void. This means the new acquirer would have no rights to the shares, and the transaction could be reversed. Additionally, it could result in legal conflicts among partners, affecting the company’s stability.
At AGL Consultores, we help you avoid these situations by ensuring that all share transfers are conducted legally and risk-free.
Conclusion: The regime for the transfer of shares is a crucial aspect for the stability and operation of a limited liability company. At AGL Consultores, we help you manage this process appropriately, ensuring compliance with all legal standards and protecting partners’ rights.
If you need advice on share transfers in your company or want to review the bylaws to ensure the rules are clearly defined, contact AGL Consultores, a legal advisory firm in Barcelona. We’re here to assist you at every step! Click here for more information.