The system of approval depends on the social form company and recipient of the gift : spouse, ascendant or descendant, partner or third party operator.

The shares may be transferred between members only with the consent of all partners.

Any clause to the contrary is void.

This rule cannot be circumvented by any derogating clause and also concerns donations, exchanges and the liquidation of a community between spouses.

Where the approval of members is necessary, it must be obtained at a general meeting.

It has 3 months to answer. In the absence of a written reply within that period, approval shall be granted.

The donation must be in writing, or by authentic instrument (by a notary), or by private act (between parties only).

The act must count as many copies as parts to the contract.

Each copy must be signed by the parties.

The gift certificate must contain certain mandatory particulars :

• Name of parties

• Identity of the business

• Number and designation of the shares transferred (if numbered)

• Value of the shares transferred

• Partner Approval Detail

Purpose of the guarantee

Contrary to the sale of the goodwill alone, the donation of shares implies the transfer of the assets, but also liabilities (debts) of the company.

As a donor, you give up your rights and duties.

The appearance of unknown debts at the time of the donation is a major risk that the buyer must avoid to ensure the company's sustainability.

By the asset-liability guarantee clause, you undertake to guarantee the accuracy of all information provided to the buyer: company activity, social accounts, customers and suppliers, salary costs, possible participation in other businesses, ongoing disputes, etc.

This guarantee clause allows the purchaser to protect himself against:

• The Discovery of a Liability which had not been reported at the time of the donation (this must be a debt prior to the donation and disclosed after the transfer)
• Incorrect valuation of the asset whose value is ultimately lower than agreed.

If one of these assumptions is confirmed after the donation of the shares, the buyer can activate the guarantee to obtain a compensation on your part.

References to the guarantee clause

The asset-liability guarantee clause shall contain the following information:

• Departure Date of the guarantee: date from which the earlier or later origin of the debt can be assessed

• Duration of the clause: between 3 and 5 years

• Calculation of compensation: the percentage of the debt that you are committing to pay. This percentage may decrease over time.

• Floor Amount Warranty: The amount from which the warranty can be activated

• Ceiling Amount of compensation: the maximum amount to which you are committed. You won't have to pay more than that.

• Implementation arrangements : additional information needed to apply the guarantee (justification of the liability, method of sending the claim, etc.).

When you make a donation, the tax authority collects a registration fee, a tax called gift tax.

Donation fees are paid by the purchaser.

However, you can decide to take them at your expense, the amount of duty shall not be considered as a donation supplement.

To calculate this tax, the tax department of the registration proceeds as follows:

1. It takes into account the value of the gift
2. He then deducts from this first value the amount of any deductions
3. Finally, it applies a tax scale to the value found. This rate varies according to the relationship between the donor and the donee.

The amount of the rebate and the tax rate vary depending on the relationship between the donor (you) and the donee.

Additional specific discounts are available in 2 special cases.

Pact Dutreil

The transmission of family companies is facilitated by the Dutreil system, which gives the right to partial exemption donation rights, up to 75% of the value of the securities transmitted.

In other words, only a quarter (25%) of the value of the company will be taken into account to calculate the amount of the gift tax.

The Dutreil Pact applies if 4 cumulative conditions are respected:

• You have entered into an agreement with one or more partners collective conservation commitment securities, for a period of at least 2 years. We're talking unilateral commitment if you are a unique partner. This commitment must be in effect on the date of transmission. In addition, it must cover at least 17%financial rights and 34% the voting rights of the business.
• Each recipient of the donation individually commits retain titles for 4 years. This period shall begin to run on the expiry of the collective (or unilateral) undertaking.
• One of the beneficiaries or partners signing the collective commitment must exercise its main activity or a position of director in the business during 3 years. This period shall begin to run on the expiry of the collective (or unilateral) undertaking.
• The company shall exercise industrial, commercial, craft, liberal or agricultural activity. This condition must be satisfied from the conclusion of the 2-year collective conservation commitment until the end of the 4-year individual conservation commitment by each of the beneficiaries.

The Dutreil scheme also benefits host holding businesses whose main activity is active participation in the conduct of their group's policy. On the other hand, companies which have as their object the management of a movable or immovable property (for example, SCI) are excluded of the device.

Early transmission

If you have under 70 at the time of transmission, a further reduction of 50% transfer duties apply to the taxable part of the donation.

The mechanism of early transmission is combined with the possible reductions and advantages of the Dutreil Pact.

A transfer of shares implies a new distribution of shares among the members and therefore an amendment to the articles of association.

The statutory amendment shall be made in 3 steps.

1. Convening of a special general meeting

The decision to amend the articles of association must be voted on and approved by the members meeting in special general meeting (AGE)

If the status change is not approved at the first meeting, the partners are consulted again.

In the case of NCS, any amendment to the statutes shall require the agreement of the unanimity of the members (100%).

However, the statutes may provide for certain decisions to be taken with the agreement of a majority (50 %).

2. Publishing legal announcements in a media

Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.

Such publication shall take place within a period of1 month as of the amendment.

The notice of publication must contain the following :

• Name or corporate name

• Legal form

• Share capital

• Social purpose

• Address of the seat

• Place and registration number of SCR: titleContent

• Decision or minutes of the general meeting, dated and signed

• Changes made

This notice must be signed by the manager of the business or by the notary who drafted the act of transfer of shares.

3. Declaration of amendment

Finally, the amendment to the Staff Regulations must be declared within the1 month, on the website of the company formalities window :

Company Formalities Window

When reporting, you must submit the supporting documents following:

• Copy of the minutes of the amendment of the statutes
• Copy of the updated articles of association: dated and certified as original by the legal representative
• Certificate of publication of the notice in a legal listing support

The system of approval depends on the social form company and recipient of the gift : spouse, ascendant or descendant, partner or third party operator.

In a limited partnership (SCS), the shares may be transferred between members, to their ascendants and descendants, or to third parties, only with the consent of all partners.

However, the statutes may to make adjustments.

For example, partners may stipulate in the articles of association the following information:

• The shares of the limited partners (which provide the capital) may be freely transferred between partners.

• The shares of the limited partners may be transferred to third foreigners to the business, provided that the consent of all sponsors (responsible for managing CBS) and the majority in number and capital of the limited partners.

• The shares of a general partner may be transferred in part a limited partner or a third party to the business, provided that the consent of all limited partners and the majority in number and capital of the limited partners is obtained.

‘Third party’ means any natural or legal person not associated on the day of transmission.

They may be a former partner, employees or non-associated managers.

Where the approval of members is necessary, it must be obtained at a general meeting.

It has 3 months to answer. In the absence of a written reply within that period, approval shall be granted.

The donation must be in writing, or by authentic instrument (by a notary), or by private act (between parties only).

The act must count as many copies as parts to the contract.

Each copy must be signed by the parties.

The act must contain certain mandatory particulars :

• Name of parties

• Identity of the business

• Number and designation of the shares transferred (if numbered)

• Value of the shares transferred

• Partner Approval Detail

Purpose of the guarantee

In contrast to the sale of goodwill alone, the transfer of shares implies the transfer of assets, but also liabilities (debts) of the company.

As a donor, you give up your rights and duties.

The appearance of unknown debts at the time of the donation is a major risk that the buyer must avoid to ensure the company's sustainability.

By the asset-liability guarantee clause, you undertake to guarantee the accuracy of all information provided to the buyer: company activity, social accounts, customers and suppliers, salary costs, possible participation in other businesses, ongoing disputes, etc.

This guarantee clause allows the purchaser to protect himself against:

• The Discovery of a Liability which had not been reported at the time of transmission (this must be a debt prior to transmission and disclosed after transmission)
• Incorrect valuation of the asset whose value is ultimately lower than agreed

If one of these assumptions is confirmed after the transfer of the shares, the transferee may activate the guarantee to obtain a compensation on your part.

References to the guarantee clause

The asset-liability guarantee clause shall contain the following information:

• Departure Date of the guarantee: date from which the earlier or later origin of the debt can be assessed

• Duration of the clause: between 3 and 5 years

• Calculation of compensation: the percentage of the debt that you are committing to pay. This percentage may decrease over time.

• Floor Amount Warranty: The amount from which the warranty can be activated

• Ceiling Amount of compensation: the maximum amount to which you are committed. You won't have to pay more than that.

• Implementation arrangements : additional information needed to apply the guarantee (justification of the liability, method of sending the claim, etc.).

When you make a donation, the tax authority collects a registration fee, a tax called gift tax.

Donation fees are paid by the purchaser. However, you can decide to take them at your expense, the amount of duty shall not be considered as a donation supplement.

To calculate this tax, the tax department of the registration proceeds as follows:

1. It takes into account the value of the gift
2. He then deducts from this first value the amount of any deductions
3. Finally, it applies a tax scale to the value found. This rate varies according to the relationship between the donor and the donee.

The amount of the rebate and the tax rate vary depending on the relationship between the donor (you) and the donee.

Additional specific discounts are available in 2 special cases.

Pact Dutreil

The transmission of family companies is facilitated by the Dutreil system, which gives the right to partial exemption donation rights, up to 75% of the value of the securities transmitted.

In other words, only a quarter (25%) of the value of the company will be taken into account to calculate the amount of the gift tax.

The Dutreil Pact applies if 4 cumulative conditions are respected:

• You have entered into an agreement with one or more partners collective conservation commitment securities, for a period of at least 2 years. We're talking unilateral commitment if you are a unique partner. This commitment must be in effect on the date of transmission. In addition, it must cover at least 17%financial rights and 34% the voting rights of the business.
• Each recipient of the donation individually commits retain titles for 4 years. This period shall begin to run on the expiry of the collective (or unilateral) undertaking.
• One of the beneficiaries or partners signing the collective commitment must exercise its main activity or a position of director in the business during 3 years. This period shall begin to run on the expiry of the collective (or unilateral) undertaking.
• The company shall exercise industrial, commercial, craft, liberal or agricultural activity. This condition must be satisfied from the conclusion of the 2-year collective conservation commitment until the end of the 4-year individual conservation commitment by each of the beneficiaries.

The Dutreil scheme also benefits host holding businesses whose main activity is active participation in the conduct of their group's policy. On the other hand, companies which have as their object the management of a movable or immovable property (for example, SCI) are excluded of the device.

Early transmission

If you have under 70 at the time of transmission, a further reduction of 50% transfer duties apply to the taxable part of the donation.

The mechanism of early transmission is combined with the possible reductions and advantages of the Dutreil Pact.

A transfer of shares implies a new distribution of shares among the members and therefore an amendment to the articles of association.

The statutory amendment shall be made in 3 steps.

1. Convening of a special general meeting

The decision to amend the articles of association must be voted on and approved by the members meeting in special general meeting (AGE)

If the status change is not approved at the first meeting, the partners are consulted again.

For SCSs, any changes must be decided with the agreement of all general partners and the majority (in number and capital) of the limited partners.

2. Publishing legal announcements in a media

Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.

Such publication shall take place within 1 month as of the amendment.

The notice of publication must contain the following :

• Name or corporate name

• Legal form

• Share capital

• Social purpose

• Address of the seat

• Place and registration number of SCR: titleContent

• Decision or minutes of the general meeting, dated and signed

• Changes made

This notice must be signed by the manager of the business or by the notary who drafted the document of donation of shares.

3. Declaration of amendment

Finally, the amendment to the Staff Regulations must be declared within the1 month, on the website of the company formalities office :

Company Formalities Window

When reporting, you must submit the supporting documents following:

• Copy of the minutes of the amendment of the statutes
• Copy of the updated articles of association: dated and certified as original by the legal representative
• Certificate of publication of the notice in a legal listing support

The system of approval depends on the social form company and recipient of the gift : spouse, ascendant or descendant, partner or third party operator.

The shares are freely transferable between partners. In this case, no authorization of the members is required.

However, the articles of association may provide that the transfer of shares between members is subject to the approval of the other members (majority or even unanimity).

Where the approval of members is necessary, it must be obtained at a general meeting.

It has 6 months to answer. In the absence of a written reply within that period, approval shall be granted.

The donation contract must be in writing, either by authentic instrument (by a notary), or by private act (between parties only).

The act must count as many copies as parts to the contract.

Each copy must be signed by the parties.

The act must contain certain mandatory particulars :

• Name of parties

• Identity of the business

• Number and designation of the shares transferred (if numbered)

• Value of the shares transferred

• Partner Approval Detail

Purpose of the guarantee

Contrary to the sale of the goodwill alone, the donation of shares implies the disposal of the assets, but also liabilities (debts) of the company.

As a donor, you pass on your rights and duties.

The appearance of unknown debts at the time of the donation is a major risk that the buyer must avoid to ensure the company's sustainability.

By the asset-liability guarantee clause, you undertake to guarantee the accuracy of all information provided to the buyer: company activity, social accounts, customers and suppliers, salary costs, possible participation in other businesses, ongoing disputes, etc.

This guarantee clause allows the purchaser to protect himself against:

• The Discovery of a Liability which had not been reported at the time of the donation (this must be a debt prior to the donation and disclosed after the transfer)
• Incorrect valuation of the asset whose value is ultimately lower than agreed

If one of these assumptions is confirmed after the donation of the shares, the buyer can activate the guarantee to obtain a compensation on your part.

References to the guarantee clause

The asset-liability guarantee clause shall contain the following information:

• Departure Date of the guarantee: date from which the earlier or later origin of the debt can be assessed

• Duration of the clause: between 3 and 5 years

• Calculation of compensation: the percentage of the debt that you are committing to pay. This percentage may decrease over time.

• Floor Amount Warranty: The amount from which the warranty can be activated

• Ceiling Amount of compensation: the maximum amount to which you are committed. You won't have to pay more than that.

• Implementation arrangements : additional information needed to apply the guarantee (justification of the liability, method of sending the claim, etc.).

When you make a donation, the tax authority collects a registration fee, a tax called gift tax.

Donation fees are paid by the purchaser. However, you can decide to take them at your expense, the amount of duty shall not be considered as a donation supplement.

To calculate this tax, the tax department of the registration proceeds as follows:

1. It takes into account the value of the gift
2. He then deducts from this first value the amount of any deductions
3. Finally, it applies a tax scale to the value found. This rate varies according to the relationship between the donor and the donee.

The amount of the rebate and the tax rate vary depending on the relationship between the donor (you) and the donee.

You can benefit from an additional specific discount in case of early transmission.

If you have under 70 at the time of transmission, a further reduction of 50% transfer duties apply to the taxable part of the donation.

The mechanism of the anticipated transmission is cumulative with any reductions.

A donation of shares implies a new distribution of shares among the members and therefore an amendment to the articles of association.

The statutory amendment shall be made in 3 steps.

1. Convening of a special general meeting

The decision to amend the articles of association must be voted on and approved by the members meeting in special general meeting (AGE)

If the status change is not approved at the first meeting, the partners are consulted again.

For ICS, any amendment to the Statutes requires the agreement of the unanimity of the members (100%).

However, the statutes may provide for certain decisions to be taken with the agreement of a majority (50 %).

2. Publishing legal announcements in a media

Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.

Such publication shall take place within 1 month as of the amendment.

The notice of publication must contain the following :

• Name or corporate name

• Legal form

• Share capital

• Social purpose

• Address of the seat

• Place and registration number of SCR: titleContent

• Decision or minutes of the general meeting, dated and signed

• Changes made

This notice must be signed by the manager of the business or by the notary who drafted the document of donation of shares.

3. Declaration of amendment

Finally, the amendment to the Staff Regulations must be declared within the1 month, on the website of the company formalities office :

Company Formalities Window

When reporting, you must submit the supporting documents following:

• Copy of the minutes of the amendment of the statutes
• Copy of the updated articles of association: dated and certified as original by the legal representative
• Certificate of publication of the notice in a legal listing support