Share transfer register of a French SAS — what goes in it and why it matters when shares change hands
A French SAS (simplified joint-stock company) has to keep a ledger of every movement in the shares and other securities it has issued — a contribution, a sale, a gift, a pledge or a split between bare ownership and usufruct. Three things must appear in it: when the transaction took place; each holder's surname, first names and address; and, for each holder, how many securities they own, of which class and under which serial numbers. The ledger may be on paper or electronic, through a shared electronic recording system, and what it records is kept for 6 years. No penalty attaches to failing to keep it, yet it is the evidence that the sales entered in it really happened — and when shares are sold, the sale only binds the company once it is entered in the ledger and the shareholders' individual accounts are updated. The sale is then registered with the tax authorities, with a duty of 0.1% of the price and never less than €25.
Up to date for 2026 — verified on September 26, 2026ActioFin templateGuide: about 20 min
Deadlines
- Each time securities change hands
- Contributions, sales, gifts, pledges and splits of ownership are each entered with their date, the holders' identity and address, and the securities involved.
- Within a month of a sale
- A signed deed of sale goes to the registration office within one month of signature; where nothing was put in writing, the sale must still be declared to the tax authorities within the month.
- For 6 years
- The retention period stated for the information held in an SAS's register.
Documents to prepare
- Date of the transaction (contribution, sale, gift, pledge or split of ownership)
- Surname, first names and address of every holder
- Number, class and serial numbers of the shares each holder owns
- For a sale: who sells and who buys, how many shares move and which share references are concerned
- The individual shareholder accounts to be updated once the entry is made
- The deed of sale, if one was signed, to be lodged for registration within a month of signature
No form is attached to this procedure: the link leads to the official page that describes it.
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REGISTRE DES MOUVEMENTS DE TITRES — INSCRIPTION D'UNE CESSION D'ACTIONS
La société … (SIREN …) inscrit à son registre des mouvements de titres la cession d'actions intervenue le ….
Mouvement inscrit
Nature de l'opérationCession
Date de l'opération…
Cédant (nom, prénoms, adresse)…, …
Cessionnaire (nom, prénoms, adresse)…, …
Nombre d'actions transférées…
Catégorie des actions…
Numéros des actions…
Comptes individuels d'associés
Les actions désignées ci-dessus sont retirées du compte individuel de … et inscrites au compte individuel de …. C'est à compter de cette inscription, constatée dans les registres de la société, que la cession est opposable à la société.
À faire ensuite
Le registre porte en outre, pour chaque titulaire, le nombre, la catégorie et les numéros de tous les titres qu'il détient : mettre à jour cette mention pour le cédant et pour le cessionnaire après le mouvement.
Faire enregistrer la cession dans le mois : présenter l'acte de cession au service de l'enregistrement ou, sans acte écrit, la déclarer (formulaire n° 2759 ou espace impots.gouv.fr).
Les apports, donations, nantissements et démembrements s'inscrivent aussi au registre, chacun avec sa date, l'identité et l'adresse des titulaires et le détail des titres ; ce modèle ne couvre que la cession.
Inscription portée par …, pour la société.
Fait à …, le …
Signature
Document drafted by ActioFin; it carries no legal standing before the tax authorities. Read it through and adapt it to your situation before signing.
This document is signed by hand, after printing: we do not offer electronic signature. Only a qualified electronic signature, issued by a certified provider, carries the same weight as a handwritten one (eIDAS regulation). A mere click would not — and letting you believe otherwise would expose you the day a body challenges it.
Who this applies to
- Every SAS, for all the shares and other securities it has issued
- The single-shareholder SAS (SASU), which keeps the same share transfer register as an SAS with several shareholders
- The seller and the buyer of the shares: the entry is what lets the company know who its new shareholder is
- Whoever runs the SAS, since it is the company that records the sale in its own ledger
Worked example
Example: Studio Pradelle SAS records the sale of 500 of its 1,000 shares
Studio Pradelle is an SAS whose capital is divided into 1,000 shares. A shareholder, Inès Morvan, sells her 500 shares to Karim Delorme for €100,000. The company enters the transaction in its share transfer register: the date of sale, who sold and who bought, the number of shares moving (500), what kind of transaction it is — a sale — and which shares are concerned, identified for instance by their serial numbers. It then updates the individual shareholder accounts, taking the 500 shares off Inès Morvan's account and putting them on Karim Delorme's, from which point the company treats him as their holder. As the parties signed a deed of sale, it is lodged for registration within the month. The duty comes to €100,000 × 0.1% = €100, payable by Karim Delorme unless they agreed otherwise. Had the price been only €100, the arithmetic would have given €10, and the €25 floor would have applied instead.
How to fill it in, step by step
- Set up the ledger in the company's name: it tracks every share and other security the SAS has issued.
- Decide how to keep it: a paper book, or electronically through a shared electronic recording system.
- Enter each transaction — contribution, sale, gift, pledge or split of ownership — together with its date.
- Record for every holder their surname, first names and address, and the number, class and serial numbers of the securities they own.
- On a sale, note the date, the seller and the buyer, how many shares move, the nature of the transaction and the references of the shares concerned.
- Update the individual shareholder accounts: debit the seller's account with the shares sold and credit them to the buyer's.
- Have the sale registered within a month: lodge the deed with the competent registration office or, where there is no written deed, declare it online through impots.gouv.fr or on form no. 2759.
- Pay the registration duty of 0.1% of the sale price, subject to a €25 minimum, and keep the register's information for 6 years.
The form, line by line
- Date of the transaction
- The first of the three required entries, whatever the movement: contribution, sale, gift, pledge or split of ownership.
- Holders' surname, first names and address
- The address is part of the requirement — a name on its own falls short. For a sale, the ledger identifies both the person selling and the person buying.
- Number, class and serial numbers of the securities
- Recorded holder by holder, so that individual shares can be traced from one account to another rather than just a running total.
- Nature of the transaction
- For a sale, the word "sale". The same ledger carries the other movements too: contributions, gifts, pledges and splits of ownership.
- Individual shareholder accounts
- Updated once the movement is entered: the seller's account goes down, the buyer's goes up. The sale binds the company from the moment the transfer is booked to the shareholder accounts and recorded in its registers.
Good to know
- Not keeping the ledger carries no penalty. What it gives you is proof: it shows that the sales written into it did take place.
- Until the entry is made, the sale cannot be relied on against the company: the buyer is recognised as holder only once the movement is entered and the accounts are updated.
- Shares in an SAS can be sold without any written deed; the sale must nonetheless be declared to the tax authorities within the month.
- The duty rises from 0.1% to 5% when the shares sold are in a company whose assets are predominantly real estate.
- The buyer normally bears the duty, though seller and buyer are free to share it differently.
- A €500,000 allowance on the value of the shares can apply where they are sold to an employee of the business or to a close relative of the seller, subject to conditions on how long the shares were held and on carrying on the business, set out in the official guidance.
- Articles L228-1 and R228-8 of the French Commercial Code, on transfer by book entry and on keeping registers of registered securities, are named here as service-public names them: their text on Légifrance was not read.
Common mistakes
- Assuming the signed deed is enough: as far as the company is concerned, it is the ledger entry and the updated shareholder accounts that make the sale binding.
- Recording a new shareholder's name without their address, or without the number, class and serial numbers of their securities.
- Logging sales only, when contributions, gifts, pledges and splits of ownership are movements too.
- Updating the ledger but not the individual shareholder accounts, or the other way round.
- Missing the one-month deadline for registering the sale, whether or not a deed was signed.
- Working out the duty at 0.1% and forgetting the €25 floor, or applying 0.1% to a real-estate company whose shares are taxed at 5%.
Frequently asked questions
Does an SAS have to keep a share transfer register?
Yes — the company must keep one for the shares and other securities it has issued. There is no penalty for failing to, but the ledger is what proves the sales entered in it.
What has to be in it?
The date of each transaction, each holder's surname, first names and address, and the number, class and serial numbers of the securities every holder owns.
Can it be kept electronically?
Yes. It can be kept on paper or electronically, through a shared electronic recording system.
When does a share sale become binding on the company?
Once it is entered in the share transfer register and the shareholders' individual accounts are updated: it is booking the transfer to the shareholder accounts, as recorded in the company's registers, that makes it binding.
How much does it cost to register a sale of SAS shares?
A duty of 0.1% of the sale price, with a €25 minimum, or 5% for shares in a company whose assets are predominantly real estate. On a price of €100,000, the duty is €100.
How long must the register be kept?
The information in an SAS's register is kept for 6 years.
Go further
Compute the related amounts
Understand this form: the related course
Official sources
- entreprendre.service-public.gouv.fr — Mandatory registers of a company (checked 21 February 2026), read 2026-09-26, SAS section "Share transfer register" (lines 135-143): transactions covered, the three required entries, paper or shared electronic recording system, 6-year retention, no penalty but evidential value; SASU section (lines 150-158); reference to Commercial Code article R228-8 (lines 364-365) — September 26, 2026
- entreprendre.service-public.gouv.fr — Sale of shares in an SAS / SASU (checked 22 July 2026), read 2026-09-26: sale made binding by the register entry and the update of individual accounts (lines 307-323), Commercial Code articles L228-1 and R228-8 as cited by the page (lines 325-328 — Légifrance text NOT READ, 403 response), registration within a month with or without a deed and form no. 2759 (lines 330-351), 0.1% duty, 5% for real-estate companies, €25 minimum and worked examples (lines 353-368), €500,000 allowance (lines 370-376) — September 26, 2026
Guide and document provided for information purposes only; they do not constitute personalised legal or tax advice. Check the recipient organisation's requirements and consult a professional if needed.