Chapter IV: Common provisions

Profits shall be distributed in accordance with the Articles of Association. However, remuneration for capital contributions may not exceed two-thirds of profits.

Unless otherwise stipulated in the Articles of Association, shares may be freely transferred to a partner.

When a member decides to transfer all or part of his shares to a third party, the proposed transfer is notified to the company and to each member by registered letter with acknowledgement of receipt. Within two months of being notified of the proposed transfer, the company makes its consent or refusal known, in the same forms. Silence on the part of the company during this period shall constitute implicit…

If the company refuses to consent to the transfer, it is obliged, within six months of being notified of its refusal, to notify the shareholder by registered letter with acknowledgement of receipt of a proposed transfer or repurchase of his shares which implies an undertaking by the transferee or the company to acquire the shares. If the price proposed for the transfer or redemption is not accepted by the transferor,…

In the case provided for in the third paragraph of Article R. 814-126, the transfer of shares shall be publicised by filing in the Trade and Companies Register two certified copies of the summons sent to the transferor accompanied by proof of service of the summons.

If on expiry of the period provided for in Article R. 814-80 no transfer has been made, the company shall transfer or repurchase the shares under the conditions provided for in the second and third paragraphs of Article R. 814-135.

Subject to the rules on the protection and representation of protected persons, the provisions of articles R. 814-80 and R. 814-128 are applicable to the transfer of the shares of a partner who is under a legal interdict or placed under guardianship.

The period provided for in the second paragraph of article 24 of law no. 66-879 of 29 November 1966 for the transfer of the deceased partner’s shares is set at one year from the date of death. It may be extended once for a period of one year by agreement between the heirs of the deceased member and the company, given under the conditions provided for the transfer of company…

Any request by one or more heirs of a deceased partner, pursuant to the second paragraph of article 24 of law no. 66-879 of 29 November 1966, to the preferential allocation to them of the shares of their author is notified to the company and to each of the partners by registered letter with acknowledgement of receipt. In the event of disagreement, the value of the company rights is set…

If, on expiry of the period provided for in article R. 814-130, the rightful claimants of the deceased partner have not exercised the option to transfer their author’s corporate units and if no prior consent to the preferential allotment has been given by the company, the company has one year to acquire the deceased partner’s corporate units itself, or to have them acquired by one or more partners or by…