French Share Transfer Register Template — SAS/SASU

Every SAS and SASU must maintain this register from incorporation, as required by Article R228-8 of the Code de commerce — regardless of size or age. For a SASU with a single shareholder, the register must record the initial share subscription and every subsequent movement. Note that SARLs (limited liability companies) are not covered by R228-8; they follow a separate regime under Articles L223-14 to L223-17 of the Code de commerce governing transfers of parts sociales (equity interests).

Each line must show: the date of the movement; the nature of the transaction (sale, gift, inheritance, or contribution in kind); the number of shares transferred; the share category; the full identity of both transferor and transferee (name, surname, and full address for individuals; corporate name, SIREN number, and registered office for legal entities); the unit price in euros; and the total transaction amount. Sequential numbering of each entry is strongly recommended to ensure the register's integrity and traceability.

The deed of transfer must be registered with the Service des Impôts des Entreprises (SIE) — the business tax office covering the company's registered office — within one month of the signing date, under Article 635 of the Code général des impôts (CGI). Missing this deadline triggers a fixed penalty of €150 per deed not presented (Article 1801 CGI). The entry in the share transfer register must be made simultaneously, without any additional grace period.

A sale of SAS shares is subject to a registration duty (droit d'enregistrement) of 0.1% of the sale price, under Article 726 I-1° of the CGI. This duty is capped at €5,000 per transaction — meaning that for any sale price above €5,000,000 the tax stays fixed at €5,000. For gratuitous transfers (gifts or inheritances), standard gift and inheritance taxes (droits de mutation à titre gratuit) apply based on the family relationship between transferor and transferee.

An absent or irregularly kept register makes share transfers unenforceable against third parties — creditors, co-shareholders, and the tax authorities can all challenge them. The company president incurs civil liability for breaching a statutory obligation. During a tax audit, the administration may contest the date and reality of transfers, triggering reassessments for capital gains tax or unpaid registration duties.

No. The share transfer register is kept at the company's registered office and is not deposited with the greffe du tribunal de commerce (commercial court registry). It must be produced on request during a tax audit or court proceedings. By contrast, the deed of transfer must be registered with the SIE, and any capital increase bringing new shareholders into the company must be reported to the commercial court registry through a modificatory filing.