Sign a deed of assignment of partnership interests online

Legal framework

Art. L221-14 / L223-17 Commercial Code

Signature level

AES eIDAS recommended

Legal archiving

10 years included

What is a deed of assignment of partnership interests?

A deed of assignment of partnership interests is the act by which a partner (transferor) transfers all or part of their partnership interests to a third party or another partner (transferee). For SARLs, article L221-14 of the Commercial Code requires a written document on pain of nullity, and article L223-17 requires approval by other partners at a three-fourths majority for transfers to third parties. The assignment is subject to a registration duty of 0.1% of the price (art. 726 CGI). For SAS and SCI, the regime depends on the bylaws (approval clause, pre-emption, cap). Advanced electronic signature + audit trail enable precise tracing of the agreement of the transferor, transferee, and approving partners.

Why sign electronically?

4-step procedure

From preparation to legal archiving, in less than 5 minutes.

1. 1. Prepare the deed of assignment

   Upload your deed or use a compliant template. Mandatory information: identity of transferor and transferee, number of interests transferred, price, payment terms, any warranties, approval clause (SARL).

2. 2. Launch the approval procedure (SARL)

   For an assignment to a third party in SARL, approval by partners at a three-fourths majority is required (art. L223-17). Certyneo enables electronic notification of partners and collection of their approval with qualified timestamp.

3. 3. Sign the deed (transferor + transferee)

   Advanced signature (AES) by transferor and transferee with SMS OTP. The qualified timestamp of each signature constitutes the definite date of the assignment — basis for calculating the registration duty.

4. 4. Register and enter in the register

   Filing with the tax authorities within one month following signature for the 0.1% registration duty (art. 726 CGI). Entry in the register of share movements (SAS) or modification of bylaws (SARL) — Certyneo archives everything for 10 years.

Frequently asked questions

Can a deed of assignment of partnership interests be signed electronically?

Yes, without restriction. Article L221-14 of the Commercial Code requires a written instrument on pain of nullity, but prescribes no particular form. Certyneo's advanced signature (AES) plus audit trail satisfy the written-instrument requirement and trace the transfer precisely — enforceable between the parties and before the tax authorities.

Is approval by other partners required?

In SARL, article L223-17 requires approval by other partners at a three-fourths majority for any assignment to a third party (non-partner). For an assignment between partners, approval is not required unless the bylaws provide otherwise. In SAS, the regime depends on the bylaws. Certyneo natively manages the multi-party approval procedure.

How do I pay the 0.1% registration duty?

The deed of assignment must be filed with the tax authorities within one month following signature (art. 726 CGI). The duty is calculated on the price (with a deduction of €23,000 for SARLs). The signed Certyneo PDF + the audit trail constitute proof of the definite date of assignment — enforceable basis for calculation.

What signature level should I choose?

Advanced signature (AES) recommended for the transfer deed between seller and buyer: identity verification by SMS OTP, a unique certificate, a qualified timestamp, compliant with article 26 of the eIDAS Regulation — it is sufficient for registration with the tax authorities. If the transfer entails an amendment to the articles of association that must be filed with the registry (SARL), use the « Advanced (INPI) » level for that document, with an embedded PAdES seal (QTSP certificate on the EU Trusted List), verified by the one-stop-shop portal.

How long must the deed be kept?

Minimum 10 years (art. L123-22 Commercial Code). In practice, keeping the deed for the entire lifetime of the company + 10 years is recommended for material assignments (LBO, MBO, family transmission).

What should I do in case of assignment with a warranty clause?

Asset and liability warranty clauses (GAP) are common for assignments of significant blocks. They may be signed electronically with the same guarantees as the main deed. The definite date of signature triggers the time limits for invoking the warranty.

Can the assignment be conditional?

Yes — suspensive conditions (target audit, bank approval, administrative consent) are permitted. Certyneo allows you to sign the deed under conditions, and the audit trail precisely traces the lifting of each condition and the date of final completion of the assignment.

Is an electronically signed deed enforceable against third parties?

Yes — tax registration and registration in the register of securities movements (SAS) or amendment of articles (SARL) make the assignment enforceable against third parties. Electronic signature does not change the enforceability regime.

Also read

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• Glossary — eIDAS regulation
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