Share transfer: an offer expressed as a percentage of capital is sufficient

Two future partners offer to sell a third party 17.09% of the capital of a company they intend to create for a price of 72,000 euros.

The company is created.

The two promisors refuse to sell.

The third party sues them for specific performance.

The promisors challenge the validity of the offer, arguing that the shares were not identified by their quantity or numbering. According to them, the offer was therefore neither firm nor precise.

Dismissed.

The Court of Cassation upholds the offer: a transfer of shares expressed as a percentage of capital satisfies the requirements of Article 1114 of the Civil Code, which states that an offer must be firm and precise.

The subject matter (17.09% of the capital) is determinable. The price (72,000 euros) is fixed.

The offer is therefore firm and precise—it does not matter that the shares are not individually numbered.

In practice: there is no need to identify each share by its number in a transfer offer. A percentage of the capital is sufficient, provided the price is fixed.