Subsection 2: Provisions applicable to professional non-trading companies

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…

The transfer of shares is enforceable against the company and third parties under the conditions set out in Article 1865 of the Civil Code.

If the reserves constituted by undistributed profits or capital gains due to the members’ industry so permit, the share capital shall be increased periodically, in accordance with the conditions set out in the Articles of Association. The shares thus created are allocated to the members, including those who have contributed only their industry, in accordance with the criteria for the distribution of profits set out in article R. 814-123. The…

When a member intends to withdraw from the company pursuant to article 21 of law no. 66-879 of 29 November 1966, it shall notify the company of its decision by registered letter with acknowledgement of receipt. Within six months of this notification, the company is required to notify the shareholder, in the same manner, of either a proposed sale of his shares to one or more shareholders or to a…

The withdrawal of a member who has contributed exclusively his industry is notified to the company by registered letter with acknowledgement of receipt. It takes effect on the date indicated by the member or, failing this, on the date of this notification. However, the Articles of Association may provide that the withdrawal will not take effect until the expiry of a period, which may not exceed six months from the…