I own part of an SL company in Javea (Alicante). The total capital of the company is distributed as follows: I have 40% of the shares, Ms X has 30% shares and Mr Y has the rest 30%.
Ms X wants to buy me out and we have agreed a price for my shares. The problem it is that the other shareholder, Mr. Y with whom we have problems, does not accept the sale and has informed us that legally he has also a right to buy them.
Could you assist us, and please confirm what we should do in this situation and legally how we need to proceed?
Thank you for your consultation.
Yes, we confirm that we are able to assist you.
Spanish SL ( limited companies), are regulated from 2010 by the Law 1/2010 of capital companies ( Ley de sociedades de capital), this law substituted the previous laws for Limited companies, anonymous companies, etc.
The general rule for the limited companies is that the share transfers are not free and the shareholders have a preference to buy them. In the case of sales to a third party, this law regulates the process to do it, as shareholders trying to sell must inform the directors of the company informing about the share to be sold, number of them, price, buyer, etc., and the company must agree with the sale, giving the rest of the shareholders the possibility to buy for the same conditions, etc.
But in your case, as you want to sell your shares to another shareholder, as per the article 107 of the mentioned Law 1/2010 this transfer is free and allowed, being the voluntary transfer of shares between shareholders, similar to the sale done in favor of the shareholder’s spouse, ascendant or descendent or in favor of a company belonging to the same group. Therefore as per this article 107 you will not need the agreement of the directors of the company or the rest of the shareholders in the case you are selling your 40% to another shareholder.
In order to prepare properly the transfer, the statutes and articles of the company need to be checked, in case of any limitation or special rule for share transfers, in which case they must be fulfilled. The transfer must be done in front of a public notary.
About the taxes, if company is not formed mainly by real estate properties, there should not be transfer tax to pay, you will only need to pay Capital Gains Tax in your Income Tax declaration, in case you have gained on the sale, that means generally that your selling price is more than the acquisition costs.
The information provided in this article is not intended to be legal advice, but merely conveys general information related to legal issues.
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