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By default, if the articles of association are silent on this subject, a shareholder wishing to sell the shares of an SRL must follow an approval procedure. He must obtain the (written) approval of at least half of the shareholders owning at least three quarters of the shares (less those that are the subject of the transfer) (art. 5:63-5:65 CSA).

Previously, the old code provided for a limitation of transferability as a main feature of the SPRL. This was a mandatory rule.

The statutes may exclude this regime in whole or in part.

In practice, it is common and even advisable in most cases to provide for a whole series of restrictive clauses on the transferability of securities in the articles of association (published in the Moniteur belge) or in a shareholders’ agreement (unpublished and often confidential), such as the pre-emption clause, which allows shareholders to buy back as a priority the securities that are the subject of the sale in order to avoid altering the shareholding.

All companies must keep a register of securities, in paper or electronic form, which must contain certain mandatory particulars. The transfer of registered shares is advertised by registration in the register of registered shares. This register is therefore a good means of proof of an assignment.

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Published on 07 September 2021
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