The transfer of srl shares with the accountant: complete guide

Until 2008, the transfer of shares in a Limited Liability Company (SRL) was an exclusively notarial operation. However, with the entry into force of Law no. 133/2008, the legislator introduced an important innovation: the possibility of transferring membership shares also through a qualified accountant. This change, governed by art. 36, paragraph 1-bis of the same law, simplified the transfer process, reducing costs and expanding the options available to entrepreneurs.

Digital signature and filing with the Company Register

One of the most innovative aspects of this legislation is the introduction of the digital signature as a valid tool for signing the deed of transfer of shares in an LLC. Once digitally signed, the deed must be deposited at the competent Companies Registry office within 30 days of signing. This fulfillment must be carried out by an authorized intermediary, equipped with a digital signature and appointed by the legal representatives of the company.

Currently, there are two main methods for transferring srl shares :

• Notarial Deed : The traditional method, which involves the intervention of a notary.
• Deed with Accountant : A cheaper and more streamlined alternative, in which the accountant takes care of the drafting, registration and filing of the deed at the Companies Registry.

The role of the accountant: preliminary checks

Relying on an accountant for the transfer of shares generally leads to cost savings compared to the intervention of a notary. However, for the operation to be safe and compliant with the regulations, the accountant must carry out a series of preliminary checks, including:

• Verification of real ownership : Check of ownership of the share at the Company Registry.
• Verification of any charges or liens : Examination of the presence of encumbrances on the shares to be sold.
• Respect for any pre-emption rights : Make sure that other shareholders do not have priority purchase rights.

The art. 36, paragraph 1-bis of Legislative Decree 112/2008 expressly authorizes chartered accountants to manage the transfer of SRL shares. The deed of transfer, digitally signed, must be filed within 30 days with the Company Registry to become effective.

Conditions for transfer with accountant

In order for the transfer of shares to be possible without the involvement of a notary, two fundamental conditions must be respected:

1. Digital Signature : Both parties must be in possession of a digital signature issued by an accredited certification body.
2. Qualified Intermediary : The procedure must be followed by a qualified accountant, who provides for the drafting and filing of the deed.

Accountant checks: similar to notarial ones

The accountant has the task of carrying out checks similar to those of a notary, guaranteeing the regularity of the transaction. The main controls include:

• Identity and ability to act of the parties involved.
• Examination of the transferor's property regime.
• Verification of ownership rights on the shares.
• Verification of the absence of third party rights or statutory restrictions.
• Conformity of the act with the rules of public order and morality.

Effectiveness and publicity of the transfer

The transfer of company shares of an LLC becomes officially effective with the filing of the deed with the Companies Registry, as required by art. 2470 of the Civil Code. This step ensures not only the legal publicity of the transaction, but also determines priority in the event of conflicts between multiple buyers of the same share, provided that the first buyer acted in good faith.

Costs of the transfer with the accountant

Thanks to Law no. 133/2008, the transfer of SRL shares without a notary has become a more accessible option for entrepreneurs. The overall cost of the operation is generally between 700 and 1000 euros and includes:

• Registration tax (200 euros for each share transferred).
• Stamps for registration with the Revenue Agency.
• Administrative fees due to the Chamber of Commerce.

The transfer contract: legal and procedural aspects

The transfer of shares in an LLC is free, unless otherwise provided for in the company's articles of association (art. 2469 co. 1 of the civil code). Although no particular formal requirements are required for validity between the parties, to make the operation enforceable against the company and third parties, filing and registration in the Company Register is necessary, by means of a public deed or authenticated private deed (art. 2470 co. 1 and 2 of the civil code, art. 2193 co. 1 of the civil code).

Protection clauses in the transfer contract

To ensure greater security in the operation, it is advisable to include specific contractual clauses, including:

• Guarantees : Related to the transferred shares and the financial situation of the company.
• Determination of the price : It can be established in a fixed manner or through specific formulas.
• Compensations : Method of payment and balancing of any debts or credits.
• Prohibition of competition : In accordance with the art. 2557 cc, a ban on competitive activities may be envisaged.

Conclusion

The sale of shares in an LLC requires careful planning and consideration of all the legal and economic aspects involved. Relying on an expert professional, such as a specialized accountant or a qualified company such as ISY Srl Società Benefit , allows you to manage the operation with greater safety and efficiency.

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The article The transfer of srl shares with the accountant: a complete guide comes from Economic Scenarios .

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This is a machine translation of a post published on Scenari Economici at the URL https://scenarieconomici.it/cessione-quote-srl-con-commercialista-guida-completa/ on Thu, 13 Mar 2025 06:54:17 +0000.