The transfer of shares in a limited liability company (Ltd) can be carried out by a chartered accountant, by means of a registered private agreement.

This provision was introduced with art. 36 paragraph 1-bis of the D.L. 112 of 25 June 2008 converted into Law 133 of 6 August 2008, which provided for the form of transfer of the shareholdings of limited liability companies by registered private agreement, alongside the notarial one (art. 2470 of the civil code) which requires an authenticated private deed or a public document.

The deed of transfer must be signed with a digital signature, in compliance with the regulations concerning the signing of electronic documents, and must be filed, within thirty days, at the business register office in whose district the company is established, by an intermediary authorized (chartered accountant) pursuant to article 31, paragraph 2-quater, of the law of 24 November 2000, n. 340.

The aforementioned simplified procedure is certainly faster and cheaper than the forms indicated by the art. 2470 of the civil code (i.e. authenticated private deed or a public document).

The chartered accountant who draws up the private agreement checks the existence of the conditions required by law to proceed with the transfer deed as indicated below:

  • Verification of the identity of the parties involved in the transaction and their ability to act;
  • Verification of the property regime of the spouse of whoever transfers the shares, because if there is a community of assets, it is necessary to have the authorization of both;
  • Verification of the real ownership of the shares by those who want to sell them;
  • Verify that there are no statutory limits or constraints of the company regarding the transfer of shares and also check the absence of the rights of others on the shares themselves;
  • Ascertaining that the transfer of shares does not violate rules relating to public safety.

The deed of transfer of the Ltd shares may have as its object the right to:

  • ownership;
  • usufruct;
  • bare ownership;
  • pledge.

The transfer of Ltd shares – through a qualified professional in the form of registered private agreement – can take place after checking the conditions indicated above and the existence of any impediment does not allow the transfer.

Ltd share transfer service

If you are interested in the service of Ltd shares transfer carried out by ASB consulting Srl, or even simply if you wish to have further clarifications, you can write directly to the e-mail address or call our office at +39 049 8726744. We will be happy to answer your questions and resolve your doubts.
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