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Registration of Transfers of SRL Membership Quotas

A properly managed corporate record helps prevent documentary problems from obstructing necessary company decisions. The transfer of an SRL's membership quotas changes ownership of its capital and may trigger contractual limits, consent requirements and formal registration.

What to keep in mind

Counsel prepares the transfer instrument, checks pre-emption rights and approvals, and coordinates registry filings and any necessary changes to management or members' records.

A change of owners may trigger bank covenants, guarantees or change-of-control clauses that registration alone does not resolve.

Distinctions often confused

SRL membership quotas are transferred and recorded differently from shares in an SA.

Frequently asked questions

Can I sell my quotas without notifying the other members?
The law and articles must be checked for restrictions, notice and procedural rights.
Is signing the transfer agreement sufficient?
Additional notices or filings may be needed for effects against the company and third parties.

Informational content. It is not a substitute for professional advice.