
Long story short I was "gifted" a small percentage in a family-member owned SENC when I was 18, the reason I use quotation marks is because I am starting to feel uncomfortable with the liability exposure linked to it. Since an SENC requires two general partners (hence the gift was more a necessity than a friendly gesture), getting out is not as easy as just selling parts to the second shareholder. In theory some other person could buy off the shares but I wouldn't know why they should given the company isn't that profitable so it boils down to the following two options:
(1) Create an SARL and transfer the ownership to the SARL. I must admit though that I don't think the shareholding value (at least for now) to remotely justify the set-up and running costs of an SARL.
(2) Change legal form. Apparently though the accountant in charge said that a change in legal form wouldn't be possible for an SENC and it would basically involve the liquidation of the SENC and the creation of a new company. Meanwhile guichet.lu mentions that a change in legal form would be possible, so I am not sure what to believe.
(3) Force exit. Again, according to the accountant, it isn't as easy as just handing in a resignation letter since the life of an SENC is tied to having two general partners. Guichet.lu also mentions that you can only get rid of your shares based on mutual consent between both shareholders. Surely though, in the worst case, there is a legal way to force an exit?
Perhaps someone here has some experience in that regard and can offer some advice. Much appreciated!
by RDA92
1 comment
Getting gifted shares in a SENC, lol!
AFAIK you can transform your company into another form of company. That would probably be the most straightforward solution (of the three you listed)