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Difference between shares and stocks. Although stocks and shares are often confused, they have significant differences. It is evident from a legal and fiscal point of view. The only thing they have in common is that they both refer to a contribution of title in a company. But what is the main difference between a share and a stock? In this article, LegalVision will help you to understand the difference. You will find below a summary of the essential points to remember: 

 

Definition and characteristics of shares 

Shares are ownership shares in a company’s capital composed of several partners. It grants rights to its holder—particularly the right to receive dividends for companies and interests for mutual. Shares are divided between the partners in a proportional amount of the contributions in kind or cash, for example. The company’s articles of association specify this distribution among the partners. 

 

The social shares concern partnerships, particularly civil companies and general partnerships (SNC). They also affect limited liability companies (SARL) or the EURL (Entreprise Unipersonnelle à Responsabilité Limitée). The latter forms of companies are hybrids, both partnerships, and corporations. The social shares confer the quality of partners and prerogatives. It includes the right to participate in meetings for collective decisions, the right to profits, and the right to appoint and dismiss the manager at any time. 

 

The shares have the characteristic of being non-negotiable, i.e., they are not freely transferable. A particular approval procedure must follow for the transfer to be valid. In this case, unlike stocks, they are not listed on the stock exchange. The articles of association freely determine the value of the share. The nominal value of a share is the proportion that a share represents of the total amount of the share capital. 

 

Definition and characteristics of stocks 

The company’s shares are ownership stocks on the company’s capital, each representing a share of this capital. So-called capital companies, i.e., public limited companies (SA), partnerships limited by shares (SCA), and simplified joint stock companies (SASU), use stocks. The holders of these stocks have the status of shareholders in corporations. Stock owners in a corporation are automatically shareholders. Several rights are associated with ownership, such as the right to vote.  

 

The stock represents by its nominal value, i.e., the value that one share represents with the total amount of the share capital. Indeed, one stock is equal to one vote. The partners also have the right to receive dividends if the company makes a profit at the end of the fiscal year or, on the contrary, will bear losses. Unlike shares, stocks of a commercial company are negotiable shares. Therefore, it does not require formalities for their transfer. 

 

Difference between shares and stocks: the main points 

The difference between shares and stocks is, among other things, the transfer of the shares. A transfer of shares brings a new partner into the company without having to increase the capital. As a general rule, the transfer of shares in a company involves the transfer itself, recording the transfer, and its publication and registration. Before signing the transfer deed, it is possible to sign either a promise to transfer stocks or shares. This promise has a legal effect only on the transferor, unlike the buyer, who will not be obliged to buy them. The buyer has a period to consider whether or not to accept the transfer. 

 

  • Conditions and formalities for the transfer of shares 

The legal form of the company influences the transfer of shares. Indeed, apart from transferring shares to a co-partner, a spouse, an ascendant, or a descendant, the transfer of shares in commercial companies, a SARL, for example, is subject to the partners’ approval. This approval is a legal condition provided by the Civil Code. Thus, you will not have the right to transfer your shares unless you first obtain the agreement of your partners. 

 

As opposed to the stocks transfer deed, the transfer of shares must be in writing, either in a private or a notarial act. This deed provides compulsory mentions to protect the transferee and the transferor. For tax purposes, the transfer deed must register within one month of the transfer. For the transfer publicity, a copy of the updated articles of association and the minutes of the extraordinary general meeting, which validated the transfer, must be filed with the clerk of the competent court. 

 

The assignment is enforceable against the company once the original deed of assignment is deposited at the company’s registered office. As for the opposability vis-à-vis third parties are, done by publication in the Trade and Companies Register. The said formality is carried out in the month following the transfer by deposit of the modified articles of association. For the opposability in civil companies, it is done by the transfer on the registers of the company. Opposability to third parties is done by publication in the RCS of the original deed in the month following the transfer procedure. 

 

  • Formalities related to the transfer of stock 

Stock companies are not subject to the agreement of the partners. In principle, the transfer of stocks in the joint stock companies is free, except if the statutes provide for specific clauses limiting this freedom of transfer and entry of a new associate by setting up: 

 

  • An approval clause relating to the conditions of approval of a transfer of the stocks by the other associates; 
  • A clause of inalienability will prohibit the shareholders from transferring their shares during a given duration; 
  • The pre-emption clause will designate the persons having priority for the repurchase of the stocks. It is only in case of refusal of the latter that you will be able to transfer the stocks to other people. 

 

The stock ownership transfer is when a transfer is from one account to another. The objective is to allow the purchaser to pay the registration fees. No written document is required by law for the transfer of shares. However, producing a written document is recommended to prevent future conflicts and as an element of proof. As for transfer notification to the company, the transferor is in charge of this obligation with a movement order. The transfer must be declared to the tax authorities for publication.  

 

  • The tax regime applicable to the transfer of shares 

The purchaser must pay a registration fee when transferring shares in a company. The registration duty is 0.1% of the sale price for the transfer of stock. For shares, it is 3%. A capital gain is taxed either at flat tax (30%) or at a progressive scale of IR (with possible benefit from abatements during the holding). 

 

 

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