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Share Transfer procedures in St Maarten, what you should know

Share Transfer by Civil Notary St Maarten Country SXM

Share Transfer procedures in St Maarten, what you should know…….

To transfer share a civil law notary, have a far-going legal compliance to be met with every transaction.

In a share transfer a civil law notary is not THE ONLY BODY/PERSON OBLIGED to carry out a Share Transfer.

If a client chooses to have a notary office carry out the share transfer this will be done by notarial deed.

It has to be clear that a notary is not liable nor to be held accountable for any (hidden or visible) liabilities in the company to be transferred.

It is therefore advisable for the buyer to inquire and carry out the due diligence by asking:

  1. financial statements
  2. the original business and operation licenses
  3. to also additionally ask on an updated review of all government departments being:
  4. tax authorities, Receiver’s office, Chamber of Commerce, for any outstanding taxes and fees on the company.

Explicitly inquire on any agreements or memorandum of understanding that have committed the company which you wish to purchase by purchasing the shares.

For all clarity to the client, the financial statements should consist of:
• balance sheet of the company;
• Profit and loss
• Explanatory notes on the balance sheet and the profit and loss.
Notary  will require a payment being a deposit of US$ 1,500 $ 2000 USD prior to any work being done.

Final invoice depends on time, complexity and value of assets company involved in share transfer transaction.

From the company of which the shares are being sold notary will need the following information and document to meet legal compliance on the company.

□ Authentic copy deed of incorporation a/o amendment(s);
□ Original shareholders’ registry of company;
□ CoCI excerpt (no older than 1 week);
□ UBO’s declaration (see attached UBO form);
□ Financial statements on company including explanatory note(s) of last financial year;
□ Questionnaire and valid authentic copy identification managing director(s) (see attached questionnaire);
□ Questionnaire and valid authentic copy identification UBO(s)(see attached questionnaire);

In the event the Buyer is a person we will need the following information and document to meet legal compliance:

□ Questionnaire and valid authentic copy identification;
□ Census Registration no older than 3 months;
□ UBO’s declaration;
□ Check for compliance on foreign shareholder/managing director;
□ Police Record;
□ Source of Funds form for payment purchase price and deposit/final invoice;

In the event the Buyer is a company (N.V./B.V.) or private fund foundation (PFF) we will need the following information and document to meet legal compliance:

□ Authentic copy deed of incorporation a/o amendment(s);
□ Original shareholders’ registry of company;
□ CoCI excerpt (no older than 1 week);
□ UBO’s declaration;
□ Questionnaire and valid authentic copy identification managing director(s);
□ Questionnaire and valid authentic copy identification UBO(s);
□ Source of Funds form for payment purchase price and deposit/final invoice;

In the event the Buyer is a FOREIGN company we will need the following information and document to meet legal compliance:

□ Authentic copy deed of incorporation a/o amendment(s);
□ Original shareholders’ registry of company;
□ Declaration of incumbency on company no older than 6 months;
□ Declaration of good standing on company no older than 6 months;
□ UBO’s declaration;
□ Questionnaire and valid authentic copy identification director(s);
□ Questionnaire and valid authentic copy identification UBO(s);
□ Source of Funds form for payment of purchase price and deposit/final invoice;

It might be possible that notary will need additional information / documents depending on the facts / circumstances of the share transfer transaction.

Share Transfer procedures in St Maarten, what you should know !!!!!!!!!

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