Share transfer
A share transfer is the procedure by which the shares held in an SRL are transferred or sold, in whole or in part, to one or more existing associates or to persons from outside the company. The procedure is used in the case of the withdrawal of an associate, the admission of a new associate or the reorganisation of the ownership structure, in compliance with the legal provisions and the articles of association.
The procedure for transferring shares involves preparing the necessary documentation and registering the change with the Trade Registry (ONRC). Depending on the company's situation, this may include drafting the transfer agreement, the resolution of the general meeting of the associates or the decision of the sole associate, updating the articles of association and preparing the other necessary documents. In certain situations there may also be tax or reporting obligations that must be fulfilled after the transfer is registered.
Before initiating the procedure, it is necessary to check the articles of association, the ownership structure and the conditions applicable to the transfer of shares. Depending on the specific situation, the transfer of shares may take place between existing associates or to persons from outside the company, in compliance with the requirements provided for by law.
Although a share transfer is a frequent operation, it produces important legal effects on the ownership structure, the associates' rights and the management of the company. Incomplete or improperly drafted documentation may lead to delays or to a request from the Trade Registry to supplement the file.
A share transfer carried out correctly makes it possible to update the ownership structure, ensures consistency of the data recorded with the Trade Registry (ONRC) and allows the company's activity to be carried out without legal obstacles.
Frequently asked questions
How long does a share transfer take?
Where all the necessary information and documents are provided, the documentation can be prepared in the shortest possible time, so that the registration formalities are completed without delay. After the application is filed, the time taken to process it depends on the Trade Registry (ONRC) and may vary according to the institution's workload, the particular features of each application and any requests to supplement the documentation.
Can an associate withdraw from an SRL?
Yes. An associate may withdraw from an SRL by transferring their shares, in compliance with the conditions provided for by law and by the articles of association. Depending on the specific situation, the shares may be transferred to one or more existing associates or to a person from outside the company, and the change in the ownership structure must be registered with the Trade Registry (ONRC).
Can shares be transferred to a person from outside the company?
Yes. Shares may be transferred both to one or more existing associates and to persons from outside the company, in compliance with the conditions provided for by law and by the articles of association. The applicable procedure differs according to the way the transfer is carried out and the particular features of each company.
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