The assignment of social parts involves the transfer of social parts owned by an associate, either a natural person or a legal entity, to another associate or an external person who thereby becomes an associate in the company. The associate who assigns social parts is referred to as the assignor, while the person who acquires them is called the assignee.
Types of Assignment of Social Parts:
1. In relation to the number of social parts assigned:
- Total assignment of social parts (the entire company is assigned).
- Partial assignment (only a portion of the owned social parts is assigned).
2. In relation to the relationship the assignee has with the company:
- Internal assignment (social parts are assigned to an existing associate in the company).
- External assignment (social parts are taken over by a person from outside the company, thereby becoming a new associate in the company).
Assignment of social parts is a procedure that companies can apply when an associate wants to leave the company or when another person is to join the company without contributing to the social capital. Existing associates, in this case, assign a portion of their social parts.
The assignment of social parts involves both the conclusion of an assignment contract between the person who assigns the social parts and the person who acquires them, as well as the adoption of a resolution by the associates to allow this operation. The procedure for registering the change must be followed before the Trade Registry Office and can be carried out both online and offline.
To register the assignment of social parts, the following documents, requested by the National Trade Register Office (ONRC), are required:
- Registration application;
- Decision of the general meeting of associates/decision of the sole associate;
- Updated articles of incorporation in original;
- Identification documents of natural persons (certified copies) or registration certificates of legal persons acquiring the status of associates;
- Updated declaration regarding real beneficiaries;
- Declarations on one’s own responsibility of the associates entering the company.
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