The purchase and sale of shares is a very common commercial transaction within the Corporations of Variable Capital, the main way to transmit them is through the endorsement and delivery of the title, notwithstanding that they can be transmitted by any other legal means according to article 26 of the General Law of Negotiable Instruments and Credit Operations.
A simple tool for its transfer is the Share Purchase Agreement, whose main advantage is that it is not necessary to go before a notary public to formalize it. However, the shareholder interested in selling his shares should review the Corporate Statutes this because generally these provide for the holding of a general meeting of shareholders to consider that the transfer of shares was indeed carried out, otherwise the agreement is enough.
On some occasions, the Corporate Statutes establish that the transfer of shares will be subject to the prior authorization of the Board of Directors or Sole Administrator, according to the corporate contract, in accordance with Article 130 of the General Law of Mercantile Corporations; in this case, the authorization must be recorded in the minutes of the Board Meeting, or in writing in which the sole administrator approves the transfer.
It is important to know that Article 131 of the General Law of Negotiable Instruments and Credit Operations states that, in the event that the transfer is made through a means other than endorsement, the form in which the transfer was made shall be stated in the share certificate.
For the preparation of the Share Purchase Agreement, the following documents are necessary for both the seller and the buyer: current official identification, in case of foreigner current immigration document, RFC and a proof of address.
If you require further information on the review of the Corporate Statutes, form of payment of the shares, form of endorsement, holding of Meetings or of the seller/buyer (due diligence) do not hesitate to seek advice, we have a team of professionals in Corporate Law at your service.
Carolina Áviles
Gloria Ponce de León & Hernández
