TRANFERS OF SHARES OF LTD. BY THE ACCOUNTANTS

Since 22/08/2008 by Chartered Accountants are entitled to treat the transmission of transfer deeds of shares to Limited Liability Company to the Office of the Business Registry.

This innovation has impacted very positively on the market leading to a significant reduction, for the subject concerned, of the professional fees for the operations of shares transfers of LTD

In fact, considering the fact before the enactment of recent legislation, those who wanted to carry out this type of operations were necessarily forced to address to a notary, with a significant and often unjustified disadvantage in relation to cost of professional fees, considering the fact that the transfer of shares of LTD is, from a technical and practical point, a relatively simple, except, of course, special cases.

Now we can finally make the transfer of shares of LTD at reasonable and restrained cost.

As Chartered Accountant and lover of the free market, I am very much welcomed this news and I was among the first to offer it to their customers and to maintain it, since the initial experimental phase.

The clientele of my office has responded very well to this innovation of the legislature and immediately many of them take advantage of it, especially stimulated by the possibility of making a sale at a low price that far-back postponed because of fear of excessive cost of the operation.

Therefore, I did not let escape the opportunity to provide a service, characterized by quality, efficiency, transparency and contained price, and to create an information area with free access specific on the LTD shares transfer addressed to all those parties who have need for this type of operation.

I realized, then, this website in which any concerned party will be able to clearly and transparently way understand what is a transfer of shares, as activities that implies for the professional who performs it and what are the costs if you decide to accomplish it.

I strongly believe in transparency of information and communication and I am sure that you too will know to appreciate my approach.

THE CHECKS OF CHARTERED ACCOUNTANT

In respect of the performed functions, as ‘forced intermediary’ to sending, the Chartered Accountant must check as required by the National Council of Chartered Accountants and of accounting experts:

1. identity and capacity of the parties;
2. in the case of persons different from natural persons the related powers of representation;
3. legitimateness to dispose of shareholdings concerning the transfers, also having regard to the possible existence of community of property;
4. not opposition of the act to morality and public order;
5. statute clauses that contain provisions which exclude the transferability of shares or rights of first refusal or acceptance clauses;
6. statute clauses which set conditions or limitations that prevent the transfer of property due to death;
7. formal congruence between the amount of the investment, shown in the deed, and the corresponding information reported in the business registry.

CAUTION: The shares transfer deed is an extremely delicate act and professionals who prepare and transmit the deed of assignment are required by law to personally verify all the requirements. FOR THIS REASON IT IS NOT ‘POSSIBLE TO MAKE A “REMOTE”. DEED OF ASSIGNEMENT. The deed, in fact, although digitally signed must necessarily be completed before the licensed professional.

REQUIRED DOCUMENTATION

Before the transfer of shares, it shall be presented to a Chartered Accountant, the following essential documents:

• Copy of an identity document and tax code of all parties (clearly legible and not expired);
• Copy updated company statute and any present shareholders’ agreements;
• Updated Chamber’s of commerce company registration of the company;
• Indication of marital agreement of the alienating party and, in case of joint estate, photocopy of an identity document and tax code of the spouse;
• Any declaration of renounce to the pre-emption by the other partners.

WHAT IT IS NEEDED

By signing the contract of tranfer of LTD. shares it is needed:

• The physical presence of the transferee and the transferor, before the professional in charge;
• The possession by all parts of Smart Card (C.N.S.) of digital signature;
• Valid Identity document and tax code of the transferor and the transferee.

HOW MUCH IT COST

How much does a transfer of LTD. shares cost? Thanks to the innovations introduced by Law 133/2008, the transfer of LTD shares assisted by a Chartered Accountant is a great opportunity for those who has had to postpone the corporate operation due to the high required notary costs, leading to a considerable reduction of the related professional fees.

In fact, whereas before those who were willing to carry out a transfer of LTD. shares was forced to turn necessarily to a Notary, it is now possible to perform the same task with the assistance of a qualified Chartered Accountant, with lower costs and without sacrificing the professionalism and required certificates by law for the operation.

The cost of a shares transfer act of a LTD. is given by the following entries:

• Registry tax (€ 200.00 per share);
• Revenue Agency Stamps;
• Chambers stamp duties;
• Rights of the Secretariat of the Chamber of Commerce;
• Professional fees.

It being understand the amounts relating to taxes, thanks to Law 133/2008 it is possible to stipulate and record a shares transfer deed spending, for example, for an act with only one buyer and one seller, a total sum of approximately € 1,000.00 (INSTEAD OF € 1,500.00)!

DATA TO BE CONTAINED IN THE TRANSFER ACT

The act must always and in any case contain:

• the nominal value of the shares transferred;
• the percentage in respect of the share capital;
• the transfer price;
• the payment mode of the price (if the price has been paid before the act;
• if the price will be paid at the signing of the deed of sale;
• in case of deferred payment it is necessary to indicate the number, the amount and deadline of instalments, as well as any guarantees issued;
• if the statute provides for the right of first refusal in favor of the other shareholders, the renunciation of the right of first refusal must be signed by the other members or carry out the procedure.