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14/05/2014 PROFILE > Conseil en formalités

Notice of the CCRCS: the clerk cannot accept a copy of the deed of transfer of company shares, even if a true and certified copy

For partnerships (SNC) and limited companies (SARL), articles R. 221-9 and R. 223-13 of the Commercial Code make provision that "publicity for which provision is made under article L. 221-14 is fulfilled by way of filing, as an appendix to the trade and companies register, two expedites of the deed of transfer, if established in an authentic format, or two original copies, if signed privately". For civil companiesarticle 52 of decree 78-704 of 3 July 1978 makes provision that "Publicity for the transfer of shares is undertaken by way of filing, as an appendix to the trade and companies register, the original copy of the deed of transfer, of the original of the deed of transfer if privately signed or an authentic copy if notarised".

However, article R. 123-102 of the Commercial Code makes provision that "Where the deed or exhibit filed is a copy, this is certified as true and accurate by the legal representative or any duly empowered person by texts governing the company legal form responsible for this certification".

In this instance, is it possible to file a copy of the deed of transfer of company shares as an appendix to the RCS, if the latter is a true and certified copy as indicated by the legal representative?

No.

Indeed, in notice no. 2013-014, the Coordination Committee of the Trade and Companies Register (CCRCS) has indicated "[that] in terms of publicity of the transfer of company shares in an SNC, SARL and civil company, the clerk may not accept a simply copy of a deed of transfer of the company shares certified as true and accurate by the legal representative of the company. The applicant may, if refused by the clerk, refer the matter to a judge responsible for supervision of the RCS. "

Consult notice no. 2013-014 of the CCRCS.