How to output a partner in a S.L.?

transmisión de participaciones











The output of a partner in a S.L.. involves the sale of their units. In this post we see how to perform that operation.

First we must remember that the regime transfer of shares of limited companies can I come regulated in the statutes. Most often they are referred to the provisions of the Corporations Act, who engaged in transfer of shares Articles 106 ff.

As for formal requirements, what is usually done in deed, although this is not constitutive: To the Supreme Court, (Case 5 January 2012 and 14 April 2011), you only have a private document. The deed added probative value and advertising against third parties, but is not a prerequisite for the validity of the sale.

The sale of shares may be performed loosely, between partners, or for the spouse, parents or children or other group companies it belongs to the limited partnership in question. In these cases, no other procedure is required.

Out of previous buyers, the partner who wants to sell shares, should follow the following steps:

1.- Written notification to administrators, indicating the number of shares, price, acquirer and other transmission conditions.

2.- Sale approval is required by a majority at the general meeting, prior inclusion in the agenda.

3.- The other partners or a third party designated by the company may preferably acquire such holdings.

4.- In the absence of the above, the Company may acquire such shares, with the limitations set forth in Article 140 the LSC.

5.- If once informed of the intention to sell the units, society does not respond three-month, the partner can make the sale to third.

It is usual to produce a conflict between partners and some of them want to leave the company. The model of the Corporations Act promotes continuity of the company within the group of founders and makes it difficult for third parties to the same. But at the same time, socio output is not provided “fractious” would avoid many problems.

One of the main points of friction is usually the valuation of holdings. Generally, not established in the bylaws a method of valuation of shares for the partner wants to leave, or the payment, let alone the provision of the necessary supplies are expected for the output can be effectively carried. The ideal is that these three points (price calculation, the payment and provision for the case) are provided for in the statutes.

In the absence of statutory provisions, the Corporations Act, under which the valuation shall be prescribed by agreement between the parties (What difícil), and failing, the fair value as determined by an external auditor other than the auditor of the company, appointed administrators thereof, and whose choice most likely generate a conflict that ends in court.

Ultimately, the forecast output since the company is established and the statutes are established, You can avoid many problems that not infrequently end with the closure of the company.

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