Purchase and sale of shares and social participations
Carrying out the purchase and sale of shares in a company is an increasingly common procedure. At JLA Notarios we have extensive experience in this type of operation and can advise all our clients, always offering the best knowledge and innovation. As Notaries in Barcelona, we also want to explain everything related to the purchase and sale of company shares or stakes. It is important, as a starting point, to know that the purchase and sale of social shares or shares allows you to buy entire companies or parts of them.
What is the service or act of buying and selling shares or stakes in a company?
Business management in the company model is not usually organised under the umbrella of an individual entrepreneur. The share capital of a company is made up of a set of assets consisting of money, goods or productive elements contributed by the partners of the company. In exchange for their contributions, the contributors receive the status of partners of the company and, therefore, receive a proportionate share of the share capital expressed in shares or stocks.
According to the Revised Text of the Capital Companies Act, whether the social shares are called shares or stocks depends on the type of company. Thus, in the case of a limited liability company, we refer to social shares, while in public limited companies we talk about shares. In any case, the law allows the transfer of the share capital of companies provided certain requirements are met.
In this way, the so-called commercial companies have a group of shareholders, who have more or less power within the board depending on their number of shares. Therefore, the sale and purchase of social shares allows one of the shareholders to lose weight within the share capital by selling part of their shares.
On the other hand, the buyer may enter, or acquire a greater weight within the company. Any of these types of operations must be carried out in accordance with Spanish legislation, and also with the founding statutes of the company itself. For this reason, they must be advised by experts in this type of operation to avoid carrying out a fraudulent sale and purchase.
Each of the two parties has the freedom to set the desired price. It will be necessary to justify before a notary the method of payment that will be used to complete the transaction. The company itself will continue to maintain the same assets and liabilities it had before the sale and purchase. However, the level of ownership of the company itself among the different shareholders does change.
What is the role of the Notary in the purchase and sale of commercial companies?
The notary is a legal professional with extensive training and considerable experience. Among their functions is providing impartial and free advice and guidance.
Applying complete impartiality, the notary's mission is to inform all parties involved equally, offering greater assistance to the party that needs it most. Whatever the procedure or notarial act being considered, it is advisable for the interested party, if any doubts arise, not to hesitate to make the necessary enquiries, both on the day of signing and in the days prior.
The Notary will be responsible for drafting the deed of sale of shares or stocks. This is a notarial document that reflects the sale of a shareholder's capital stake in a company for a determined price to a third party.
Steps to carry out a share purchase and sale in companies
There are two types of transactions in commercial law and companies that we must differentiate. On the one hand, the sale of shares between partners of the same company, and on the other, the case in which an external buyer to the company becomes part of the shareholding.
In both cases, the first step is always to review the company’s articles of association. These can be found in the Commercial Registry and will indicate what can and cannot be carried out. In the case that the sale is made between the partners themselves, they will only need to go to the notary to complete the transaction. Unless the articles of association state otherwise, it would not be necessary to approve such transfer in a partners’ meeting.
However, in the case that there is an external buyer, the procedure is somewhat different. Once the articles of association have been reviewed, the characteristics of the shares, who the buyer will be, and the price must be communicated in writing to the administrators. A shareholders’ meeting will be held where the transaction will be discussed. If a partner wants the shares, they will have a pre-emptive right to purchase. Finally, the notary will be attended where the share purchase deed will be executed.
Documents for the purchase and sale of shares and stakes in a company
The necessary documentation to carry out this procedure is as follows:
- Valid identification documents: the buyer and seller of the shares must present their respective original and valid identification documents. If the person is a foreigner, it will be necessary to provide the NIE and passport.
- Information and documents of the company to which one belongs: such as the deed of incorporation of the company, the current articles of association or other important documents related to the company that have affected it, such as the change of company name, registered office or corporate purpose.
- Title deed of those shares or holdings intended to be sold. An authentic copy made before a Notary must be provided to prove that such shares or holdings were acquired, such as the deed of incorporation or documents like previous share or holding sales, donation of shares, acceptance of inheritance, increase of share capital…
- Proof of the payment methods used in the payment of the price for the acquisition of shares or holdings.
Rights of partners in a capital company
The following rights are established in the Capital Companies Act for the partners of a company:
- To participate in the distribution of profits and assets arising from liquidation: the right to share in the profits obtained by the company is recognised
- Preference in the purchase of new shares, stocks and bonds: partners will have preferential status in the event of future sales of shares or stakes and also in the case of capital increase
- Attendance and voting at general meetings for making significant decisions
- Right to information through the presentation of relevant reports related to the company’s affairs
Do all partners have the same rights in a company?
In general, all partners have the same rights, but the Capital Companies Act allows for the existence of certain shares or stocks that grant different rights to their holders (article 94). Furthermore, this law allows for the establishment of the same class and series within the class, provided that the series have the same nominal value. The law also states that partners who have the same conditions will receive equal treatment.
What happens after the purchase of the ownership of shares and stakes?
The process is different depending on whether it is a limited company or a public limited company.
In the case of limited liability companies, the original ownership of the shares and subsequent transfers, the establishment of real rights and their encumbrances must be registered in the Shareholders' Register Book. In this way, the identities and addresses of the holders will appear in this book.
In public limited companies, it must be represented by certificates (registered or bearer), book entries, or through distributed ledger (blockchain).
How is the purchase and sale of shares and stakes taxed?
As a general rule, the sale and purchase of shares and equity interests is exempt from all taxes, both VAT and Transfer Tax, provided that the legal requirements are met. According to article 338 of the Law 6/2023, of 17 March, on Securities Markets and Investment Services “The transfer of securities, whether or not admitted to trading on an official secondary market, shall be exempt from Value Added Tax and Transfer Tax and Stamp Duty.” For its part, the second additional provision of the Revised Text of the Capital Companies Act states that “the tax regime for the transfer of equity interests shall be that established for the transfer of securities in article 108 of Law 24/1988, of 28 July, on the Securities Market (now article 338).”
This exemption is applicable, as we have said, as a general rule, but there are exceptions, specifically when it is intended to avoid the payment of taxes levied on the transfer of real estate. This occurs when shares and equity interests are transferred that allow direct or indirect control of a company whose assets consist of at least 50% real estate. In these cases, the transfer will be taxed according to the rules of VAT or Transfer Tax.
More questions related to the transfer of shares and stakes
In limited liability companies, the transfer of shares is restricted, unlike in public limited companies where the transfer is free.
- Voluntary transfer of shares: In the case of the transfer of shares in limited liability companies, the voluntary "inter vivos" transfer of shares to another partner, a spouse, ascendants or descendants, or to companies within the same group will take place. For this, it must be communicated in writing to the company’s administrators and await the consent agreed upon at the General Meeting, communicate the identity of the new holder of the shares, the method of payment and conditions, and execute the share purchase agreement, documenting it in a public deed.
- Compulsory transfer of shares: On the other hand, the compulsory transfer of a share indicates a non-voluntary transfer and occurs due to the total or partial loss of ownership of the shares because of the holder’s debts or guarantees. Therefore, in the event of debt or seizure of the company shares, the judge must notify the company, and the incident must be recorded in the Shareholders’ Register Book. Subsequently, the shareholders will be notified to proceed with an auction and carry out a subrogation of the shares.
- Transfer of shares mortis causa: In the case of transfer mortis causa, that is, due to the death of the holder of the shares, the heir or legatee will acquire the status of shareholder. However, the bylaws may determine this acquisition right in favour of the surviving shareholders and the company.
Here we will differentiate the transfer of shares represented by certificates versus those represented by book entries.
- Transfer by certificates: Depending on how they are presented, we talk about unprinted and undelivered certificates and printed and delivered certificates. If the shares are represented by unprinted certificates (not incorporated into physical documents), their transfer will be in accordance with the rules on the assignment of credits and incorporeal rights and will be carried out by public deed. In the case of printed and delivered certificates, bearer certificates will be transferable by a transfer contract and the physical delivery of the certificates. In the case of registered certificates, the transfer of shares will be carried out by endorsement.
- Transfer by book entries: As for transfer by book entries, the transfer takes place by accounting transfer.
No, publicly traded companies have an objective, impersonal transmission system with their own regulation that does not require going to a Notary to formalise the deed of sale of shares. The regulation is in the regulatory framework of the Securities Markets, listed companies and stock exchange.
In the case of the sale of shares that have generated capital gains for the seller, the Personal Income Tax must be paid.
It should also be taken into account, in some cases, the Wealth Tax in certain autonomous communities, in the event that, as of 31 December, the total value of all assets exceeds 700,000 euros (excluding the main residence).
The cost of the procedure for the sale and purchase of shares and social participations at a notary's office is regulated by the Government and complies with the regulatory framework of the NOTARIAL FEE SCHEDULE (RD 1426/1989, of 17 November, which regulates the Notaries' Fee Schedule) and varies based on the number of pages and the issuance of copies to be made, among other factors.
The exact price of a notarial document cannot be calculated until its specific content is known, that is, until it is signed, as there are many circumstances that can cause it to vary. The number of copies requested of a document, the pages it contains, as well as possible changes or additions, can slightly alter the final price.
If you wish to receive a detailed quote, we invite you to contact us directly through the method that is most convenient for you. You can do so via the contact form on the main page of this website, through the contact section found in the footer of the website, using the direct WhatsApp access at the bottom right of this page, by sending an email to bcn@jlanotarios.com, or by calling us at 93 159 17 62.
As a guideline, we can inform you that, according to the current regulatory framework, the usual price for the formalisation of a SALE AND PURCHASE OF SHARES AND SOCIAL PARTICIPATIONS for an amount of €3000 is between €250 and €350, including VAT. However, if there are several sellers or buyers, the price may increase somewhat.
You should know that this indicative price is calculated for a document of usual content and with the issuance of one authorised copy and one simple copy.
Purchase and sale of shares and social participations with JLA Notarios
In conclusion, share purchase and sale transactions are fundamental for the growth and social expansion of a company. Thanks to the training and experience of the entire team, at JLA Notarios we provide the most appropriate legal solutions in the different areas that affect the individual and their assets, offering free advice on their queries. With a close and cordial approach from the first contact, at JLA Notarios we work dynamically and empathetically, seeking maximum efficiency and the best profitability for each client, addressing the concerns of each person or company in a personalised manner for their complete satisfaction.
To this end, at JLA Notarios we apply new technologies in all procedures, minimising visits to the notary and optimising processing times. Thus, we have also transformed into an online notary for the processing of commercial services such as online policy deeds, online company incorporation, online appointment of directors, online commercial deeds… Contact us and receive the best advice for buying or selling shares from our notary office in Barcelona.
By your side in the moments that matter
Inheritance and wills
The moment of granting a will, making a declaration of heirs or formalising an inheritance are very important moments in people's lives.
At JLA Notarios we offer services related to succession law, both to arrange your succession and to distribute an inheritance, guaranteeing the best advice tailored to your particular needs and the study of the tax implications of each case. At no time do we neglect the human factor, even offering home notary services if necessary.
Contracts and property law
Over the course of our lives, we carry out important actions, such as buying a home, declaring a new-build, lifetime gifting to our children or ending partnerships, among many others.
At JLA Notarios we are experts in property and contract law and buying and selling property. We guide our clients, analysing each particular issue and always considering the tax burden of each transaction.
In addition, some of our notarial services can be performed online, so we can assist you from anywhere in Spain. Contact us to declare a new-build or a commonhold ownership structure online.
Mortgage
Taking out a mortgage is one of the biggest moments for anyone. Just think of the fees and interest you may have to pay for much of your life. So it is essential to have a trusted notary to help you understand what you are signing, explaining the tricky legal terms and their future consequences in simple words, to provide transparency and protect our clients.
At JLA Notarios we are aware of the importance of giving complete and understandable information to people about to sign a mortgage, novation or subrogation. We also advise and guide you on your future mortgage cancellation.
Loan agreements and credit facilities
Individuals and companies often need money to fulfil their dreams or projects. This can be obtained by taking out a loan or credit facility with your bank. When you sign, it is essential to understand the details properly to avoid future surprises.
JLA Notarios can be your trusted notary office, giving you accurate advice on loan contracts, providing a very agile and specialised service for processing loan contracts.
Bear in mind that from 9 November 2023, you will be able to sign your loan contracts from anywhere in Spain electronically by videoconference with JLA Notarios, saving you time and money. Do not hesitate to contact us to find out more about the notary office’s services in order to sign a loan contract online or sign a credit facility online.
Companies
Without entrepreneurship there is no future, so it is of vital importance to support our businesspeople and entrepreneurs.
At JLA Notaries we are familiar with companies’ life cycle, which enables us to provide legal assistance for companies in their different stages, whether incorporation, modifications of their articles of association, changes of director, share sales and purchases, capital increases and reductions, dissolution and closure, and everything related to commercial matters.
Powers of attorney
There are moments in life when a person needs to delegate. The law provides a tool for this: powers of attorney. Though a power of attorney, one person allows another person to act on their behalf.
At JLA Notarios we make sure that you understand the significance and risks of delegating or revoking powers of attorney, from a special power of attorney or power of attorney for lawsuits, to general powers of attorney or preventive powers of attorney for cases of incapacity.
We provide an agile service to sign powers of attorney. You can take your copy away immediately, saving you unnecessary trips, and from 9 November 2023 our clients will be able to sign all powers of attorney that are not general or preventive by videoconference through our digital notary office.
Family affairs
A prosperous society is based on the family and its protection. Family Law provides you with the tools to protect your family and its members, so its foundations are solid and its purposes can be achieved.
At JLA Notarios we provide legal advice on marriage or civil partnerships; property aspects of the family through marriage contracts or civil partnership contracts; the moments when the family relationship is ended, in cases such as divorce or separation; and protection of vulnerable people, such as minors or people with modified capacity, through deeds of appointment of guardians or executors or creation of protected assets. We do all of this in a way that makes everyone involved feel equally supported and secure.
Certifications and authentications
It is common knowledge that notaries attest. That important and simple action can guarantee things of vital importance, such as ensuring that the signature on a document is authentic or certifying that a copy of a document matches the original.
At JLA Notarios we will help you to certify a document or notarise a signature in accordance with the law and tailored to your specific needs.
In addition, these notarial procedures can be carried out conveniently through electronic means from 9 November 2023.
Minutes
How many times have you wanted to leave a record of an event, of a statement, of the condition in which an object is found, or notify someone of any matter. To provide a solution to these issues, the Law provides us with notarial records.
At JLA Notarios we adapt to you, reflecting in the record what you require and carrying out the notifications and requests that you demand.
Oath of Nationality
Behind every nationality oath there is a story of overcoming, sacrifice and waiting.
At JLA Notarios we understand what this moment means and offer an empathetic, agile and quick service, advising beyond the oath itself, anticipating the future requirements that the new Spanish citizen will need.
We are your reference Notary to carry out the nationality oath before a Notary in Barcelona.
Apostille of the hague convention
Globalisation enables the free movement of people and documents of all kinds. How can you guarantee that a document has been officially issued? With an apostille of the Hague Convention.
JLA Notarios can obtain an apostille for all documents executed before us so they are valid and recognised abroad. We do this transparently and save you all the bureaucratic procedures involved.
Tax and registry procedures
Tax bureaucracy can cause a lot of headaches.
So JLA Notarios offers its clients the possibility of assessing and paying the many different taxes by the executing deeds and carrying out other procedures before the notary. We can also file them with the Land or Companies Registry so you do not have to concern yourself with it and can spend your time on the things that matter. We support you from start to finish.
Inheritance and wills
The moment of granting a will, making a declaration of heirs or formalising an inheritance are very important moments in people's lives.
At JLA Notarios we offer services related to succession law, both to arrange your succession and to distribute an inheritance, guaranteeing the best advice tailored to your particular needs and the study of the tax implications of each case. At no time do we neglect the human factor, even offering home notary services if necessary.
Contracts and property law
Over the course of our lives, we carry out important actions, such as buying a home, declaring a new-build, lifetime gifting to our children or ending partnerships, among many others.
At JLA Notarios we are experts in property and contract law and buying and selling property. We guide our clients, analysing each particular issue and always considering the tax burden of each transaction.
In addition, some of our notarial services can be performed online, so we can assist you from anywhere in Spain. Contact us to declare a new-build or a commonhold ownership structure online.
Mortgage
Taking out a mortgage is one of the biggest moments for anyone. Just think of the fees and interest you may have to pay for much of your life. So it is essential to have a trusted notary to help you understand what you are signing, explaining the tricky legal terms and their future consequences in simple words, to provide transparency and protect our clients.
At JLA Notarios we are aware of the importance of giving complete and understandable information to people about to sign a mortgage, novation or subrogation. We also advise and guide you on your future mortgage cancellation.
Loan agreements and credit facilities
Individuals and companies often need money to fulfil their dreams or projects. This can be obtained by taking out a loan or credit facility with your bank. When you sign, it is essential to understand the details properly to avoid future surprises.
JLA Notarios can be your trusted notary office, giving you accurate advice on loan contracts, providing a very agile and specialised service for processing loan contracts.
Bear in mind that from 9 November 2023, you will be able to sign your loan contracts from anywhere in Spain electronically by videoconference with JLA Notarios, saving you time and money. Do not hesitate to contact us to find out more about the notary office’s services in order to sign a loan contract online or sign a credit facility online.
Companies
Without entrepreneurship there is no future, so it is of vital importance to support our businesspeople and entrepreneurs.
At JLA Notaries we are familiar with companies’ life cycle, which enables us to provide legal assistance for companies in their different stages, whether incorporation, modifications of their articles of association, changes of director, share sales and purchases, capital increases and reductions, dissolution and closure, and everything related to commercial matters.
Powers of attorney
There are moments in life when a person needs to delegate. The law provides a tool for this: powers of attorney. Though a power of attorney, one person allows another person to act on their behalf.
At JLA Notarios we make sure that you understand the significance and risks of delegating or revoking powers of attorney, from a special power of attorney or power of attorney for lawsuits, to general powers of attorney or preventive powers of attorney for cases of incapacity.
We provide an agile service to sign powers of attorney. You can take your copy away immediately, saving you unnecessary trips, and from 9 November 2023 our clients will be able to sign all powers of attorney that are not general or preventive by videoconference through our digital notary office.
Family affairs
A prosperous society is based on the family and its protection. Family Law provides you with the tools to protect your family and its members, so its foundations are solid and its purposes can be achieved.
At JLA Notarios we provide legal advice on marriage or civil partnerships; property aspects of the family through marriage contracts or civil partnership contracts; the moments when the family relationship is ended, in cases such as divorce or separation; and protection of vulnerable people, such as minors or people with modified capacity, through deeds of appointment of guardians or executors or creation of protected assets. We do all of this in a way that makes everyone involved feel equally supported and secure.
Certifications and authentications
It is common knowledge that notaries attest. That important and simple action can guarantee things of vital importance, such as ensuring that the signature on a document is authentic or certifying that a copy of a document matches the original.
At JLA Notarios we will help you to certify a document or notarise a signature in accordance with the law and tailored to your specific needs.
In addition, these notarial procedures can be carried out conveniently through electronic means from 9 November 2023.
Minutes
How many times have you wanted to leave a record of an event, of a statement, of the condition in which an object is found, or notify someone of any matter. To provide a solution to these issues, the Law provides us with notarial records.
At JLA Notarios we adapt to you, reflecting in the record what you require and carrying out the notifications and requests that you demand.
Oath of Nationality
Behind every nationality oath there is a story of overcoming, sacrifice and waiting.
At JLA Notarios we understand what this moment means and offer an empathetic, agile and quick service, advising beyond the oath itself, anticipating the future requirements that the new Spanish citizen will need.
We are your reference Notary to carry out the nationality oath before a Notary in Barcelona.
Apostille of the hague convention
Globalisation enables the free movement of people and documents of all kinds. How can you guarantee that a document has been officially issued? With an apostille of the Hague Convention.
JLA Notarios can obtain an apostille for all documents executed before us so they are valid and recognised abroad. We do this transparently and save you all the bureaucratic procedures involved.
Tax and registry procedures
Tax bureaucracy can cause a lot of headaches.
So JLA Notarios offers its clients the possibility of assessing and paying the many different taxes by the executing deeds and carrying out other procedures before the notary. We can also file them with the Land or Companies Registry so you do not have to concern yourself with it and can spend your time on the things that matter. We support you from start to finish.
