If you are a shareholder of a Spanish SL and wish to transfer your shares, such a transfer is subject to certain rules outlined in the Capital Companies Law of Spain (Ley de Sociedades de Capital).
By Welex, efficient company lawyers in Marbella.
Firstly, the transfer of your shares must be recorded in a public document. It must be carried out using a public deed signed before a notary in Spain.
Secondly, you must comply with the provisions of the bylaws of the company, unless the bylaws provide otherwise. The voluntary transfer of shares by inter vivos (between partners), those carried out in favour of the spouse, ascendant, or descendant of the partner, or those in favour of companies belonging to the same group as the transferor, is free.
In all other cases, the transfer is subject to the rules established by the bylaws. Failing that, the shareholder who wishes to transfer his shares will be subject to the following rules:
- The shareholder must inform the company director in writing about his intention to sell, specifying which shares he intends to transfer, identification of the buyer, sale price and the conditions of the transfer.
- Consent by the company in Spain will be necessary, by means of an agreement adopted by the ordinary majority of the General Meeting.
- Such consent may only be denied when communicating to the transferor the identity of one or more shareholders or third parties who acquire the shares. The partners who attend the General Meeting where these agreements are adopted will prefer the acquisition.
- The conditions of the transfer, purchase price and manner of payment will be those specified by the transferring partner to the company.
- The public deed of sale must be granted within one month from the communication by the company of the identity of the purchaser or purchasers.
If the Spanish company has not informed the transferor of the identity of the acquirer within three months from its communication of intention to proceed with the sale, the shareholder may transfer his shares under the conditions already indicated to the company.
If you wish to proceed with the sale of your shares of a company in Spain or obtain information regarding the Capital Companies Law (Ley de Sociedades de Capital), do not hesitate to contact our multilingual company lawyers in Marbella. We will be happy to assist you with any legal, fiscal, mercantile or accounting matters related to your Spanish SL company.