Business · French law
SARL share transfer: 5 priority approval checks
Informational guide. An independent qualified legal review has not been completed.
Transferring SARL shares to an outsider requires approval under statutory rules and the company statutes. Notify the proposed transfer to the company and associates. A decision, silence and refusal have different effects; the statutory period relates to the last notification. Prepare receipt evidence and the relevant clauses without importing the procedure for a SAS.
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Does notifying the company notify every associate?
No. The project must be notified to the company and each associate in this framework. Check the complete list and receipts.
Read the references3 free questions at signup. Avoid names and sensitive information.
What you leave withA recipient and evidence register for checking the last notification and decision.
Start with the practical sectionWhich checks can affect approval?
This ranking follows points that can change the regime, then approval timing and evidence. It concerns SARL interests transferred to an outsider and does not apply the procedure to SAS shares.
Buyer status
An outsider and an existing associate are not automatically treated alike.
Complete notifications
The project must be notified to the company and each associate under the relevant framework.
Proven last receipt
It matters for L223-14’s three months; sending alone is not enough.
Majority and statutes
Consent requires a majority of associates representing at least half the interests, unless the statutes require more.
Refusal and statutory options
Examine acquisition, price and conditions before assuming transfer is unrestricted.
References : Code de commerce L223-14 · Cession de parts sociales SARL/EURL
Is the buyer an outsider for this procedure?
Identify the buyer and precise interests. L223-14 governs transfer to an outsider. Check statutes and the complete project; wording designed for another company form may not describe this procedure.
References : Code de commerce L223-14
Which recipients and receipts must you document?
The register records stated receipts without confirming regularity. With a missing recipient, the latest entered date may not be the legally relevant last notification. Names are unnecessary for this example; keep actual records in your file.
| Recipient | Evidence | Check |
|---|---|---|
| Company | Project notice and receipt | Complete project and correct recipient |
| Every associate | Individual notice and receipt | Complete associate list |
| Whole set | Documented last receipt | Not simply the latest sending date |
References : Code de commerce L223-14 · Cession de parts sociales SARL/EURL
What do three different receipt dates show?
Among the fictional receipts, 8 October is the latest recorded date. This does not prove all required recipients received valid notice. Do not replace the statutory three months with 90 days or assume a date for a missing receipt.
Fictional example: receipts dated 2, 5 and 8 October 2026. The 8 October receipt is last in that data set; this proves neither proper notification nor a real filing deadline.
References : Code de commerce L223-14
What should you check in consent or silence?
L223-14 states required consent and the effect of no decision within the statutory period. Before relying on silence, have all notices, the trigger and conditions checked. The statutory majority may be increased in the statutes; a vote count alone is insufficient.
References : Code de commerce L223-14
Which consequences follow refusal?
Following refusal, examine acquisition or company buyback mechanisms, price and holding conditions. The original proposed price is not automatically binding. Retain refusal, dates and statutes before considering transfer despite refusal.
References : Code de commerce L223-14 · Cession de parts sociales SARL/EURL · Rédaction et enregistrement des statuts
What else should you check?
Does notifying the company notify every associate?
No. The project must be notified to the company and each associate in this framework. Check the complete list and receipts.
Can the statutes require a higher majority?
Yes. L223-14 permits the statutes to require a stronger majority than its stated minimum.
Are three months always ninety days?
No. Three calendar months can differ from 90 days. The register does not calculate your final day.
Does refusal automatically require purchase at the proposed price?
No. Price and post-refusal solutions follow statutory conditions, including applicable valuation mechanisms. Do not assume acquisition at the original price.
Does this procedure apply to SAS shares?
No. This page concerns SARL interests transferred to an outsider. SAS shares require examination of their own regime and clauses.
Which sources support this page?
Official texts remain in French. The explanations above describe French law. A source check records a reading date; it is not qualified legal review.
- Code de commerce L223-14Source checked : · Version from 2004-03-27
- Cession de parts sociales SARL/EURLSource checked :
- Rédaction et enregistrement des statutsSource checked :