Chapter II: Civil society

Company shares may only be transferred with the approval of all the members. The Articles of Association may, however, stipulate that such approval is to be obtained by a majority that they determine, or that it may be granted by the managers. They may also waive the requirement for approval of transfers to partners or to the spouse of a partner. Unless otherwise provided for in the Articles of Association,…

When several members express their wish to acquire, they are, unless otherwise agreed or stipulated, deemed to be acquirers in proportion to the number of shares they previously held. If no member wishes to acquire the shares, the company may arrange for them to be acquired by a third party appointed unanimously by the other members or in accordance with the procedures laid down in the Articles of Association. The…

If no offer to purchase is made to the transferor within six months of the last of the notifications provided for in the third paragraph of Article 1861, approval of the transfer is deemed to have been granted, unless the other shareholders decide, within the same period, to dissolve the company early. In the latter case, the transferor may render this decision null and void by making it known that…

The provisions of the two preceding articles may be waived only to modify the six-month period provided for in Article 1863 (1st paragraph), and without the period provided for by the Articles of Association exceeding one year or being less than one month.

A transfer of company shares must be evidenced in writing. It is made enforceable against the company in the forms provided for in Article 1690 or, if the Articles of Association so stipulate, by transfer to the company’s registers. It may not be relied on as against third parties until these formalities have been completed and it has been published in the Trade and Companies Register; this filing may be…

Company shares may be pledged under the conditions set out in the last paragraph of article 2355 of the Civil Code.

Any partner may obtain the consent of the other partners to a proposed pledge under the same conditions as their consent to a transfer of shares. The consent given to the proposed pledge shall imply approval of the transferee in the event of compulsory realisation of the company shares provided that such realisation is notified one month before the sale to the partners and the company. Each shareholder may take…

Forced realisation that does not arise from a pledge to which the other partners have given their consent must similarly be notified one month before the sale to the partners and the company. The members may, within this period, decide to dissolve the company or acquire the shares under the conditions provided for in Articles 1862 and 1863. If the sale has taken place, the partners or the company may…