Transmision participaciones sociedad limitada
One of these differences lies in the form of transfer of these shares representing the capital of the company. While in corporations, the transfer of shares is carried out freely without the consent of the rest of the partners, in LLCs the partner who wants to sell his shares must take into account a series of conditions before carrying out the transfer.
In this way, the owners of the shares can be identified at all times by the rest of the partners, while in corporations this does not have to be the case, as there may be thousands of shareholders, unrelated to each other, who own the company.
Therefore, if one of the partners intends to sell his shares in an SL, he must be aware of the requirements and limitations established in the Capital Companies Law in relation to the transfer of these shares.
Unless otherwise provided in the bylaws, the voluntary transfer of shares between partners will be free, as well as those made in favor of the partner’s spouse, ascendant or descendant or in favor of companies belonging to the same group as the transferor. Consequently, it will not be necessary to obtain the approval of the Shareholders’ Meeting, and the transaction must be carried out directly at the notary’s office.
In all other cases, the transfer is subject to the rules and limitations established in the bylaws and, in the absence thereof, those established in the LSC, and there is a preferential right of acquisition by the remaining shareholders.
The Capital Companies Law does not allow the bylaws to prohibit the transfer of shares or to establish restrictions to that effect. However, they may do so in certain specific cases:
Unless the articles of association of the company provide otherwise, the voluntary transfer of shares by inter vivos acts between shareholders is free, as is the transfer in favor of the spouse, ascendant or descendant of the shareholder or in favor of companies belonging to the same group as the transferor.
The transfer is subject to the consent of the company, which is expressed by means of a resolution of the General Meeting, after inclusion of the matter on the agenda, adopted by the ordinary majority established by law.
The company can only refuse consent if it informs the transferor of the shares, through a notary public, of the identity of one or more shareholders or third parties acquiring all the shares.
The partners attending the general meeting have preference for the acquisition, if there are several partners interested in acquiring, the shares will be distributed among all of them pro rata to their participation in the capital stock.
In order to facilitate the distribution of rights and obligations of a company, the capital stock is usually divided into participations or shares. It is worth noting that participation is not synonymous with shares. Although they are similar concepts, they do not mean the same thing. See difference between participation and share
As we can see, each shareholder holds 200 shares, i.e. exactly 20% of the company. This means that all the partners have exactly the same power, the same rights and the same obligations. When there are several partners, it may happen that one or more of them have larger shares than other partners.