Corporate Law & Business Law
Limited Liability Company (SARL)
The classic SARL is constituted before a notary with at least 12,000 euros in capital. Understanding shares, management, and liability limits.
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Corporate Law & Business Law
Approval of a share transfer
Approval is the agreement required for certain transfers of shares. In a Luxembourg SARL, the entry of a third party into the capital must be examined in light of the law and the articles of association; the signing of a price between seller and buyer is not sufficient to resolve this issue.
For a transfer between living persons to someone outside the SARL, approval generally requires three-quarters of the capital. The articles of association can lower this threshold to half of the shares. A transfer between partners is, in principle, free, unless there is a statutory restriction.
Before committing, identify the voters, the applicable majority, and the procedure provided. It is also necessary to distinguish approval from a possible pre-emption right: one authorizes an operation, the other can give priority to a buyer. Prepare both verifications when the articles of association or a pact organize them together.
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Other Associated Definitions
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Corporate Law & Business Law
Shareholders' Agreement
The shareholders' agreement organizes commitments between signatories. Voting, financing, and exit from capital are articulated with the articles of association.
Corporate Law & Business Law
Company Articles of Association
The articles organize a company: activity, capital, management, and decisions. Understanding clauses to prepare and associated formalities.
Corporate Law & Business Law
General meeting of partners
The general meeting gathers partners to decide. Notice, powers, and votes: understand the steps of a corporate decision.