These conditions can be summarized as follows:
As long as the shares are held by the company, a reserve must be constituted in the balance sheet for an amount equal to the value of the shares.
- - an acquisition by a company of its own shares requires,
- in principle, a decision of the shareholders' meeting taken
- with high quorum and vote thresholds;
- - such a decision is, however, not required if the shares are
- acquired by the company in order to be distributed to the employees;
- - the charter of the company may contain a provision allowing the
- board of directors, for a period of up to three years, to decide
- upon the acquisition of the shares, if such acquisition is
- necessary in order to avoid serious and imminent damage to the
- company;
- - the maximum amount of shares to be acquired, the period during
- which the acquisition must take place and the compensation for
- the shares must be determined either by the shareholders' meeting
- or in the charter of the company;
- - the nominal value of the shares acquired may not exceed 10% of
- the outstanding capital of the company;
- - the acquisition can only be made with funds which can be
- distributed to the shareholders;
- - only fully paid-in shares may be acquired;
- - the offer must be made at the same conditions to all shareholders,
- unless if the acquisition is decided by all shareholders at the
- unanimity; companies whose shares are publicly listed may purchase
- shares on the stock exchange, without being obliged to launch a
- public take-over bid.
The shares can thereafter be sold or otherwise transferred by the company only pursuant to a decision of the shareholders' meeting and at the conditions decided by the shareholders.
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.
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