French Public Health Code
In forceI.-The proposed transfer of shares in a private practice company of medical biologists referred to in II of article L. 6223-8 is notified to the company's legal representative and to each of the medical biologists, natural persons practising in the company, by any means that provides proof of the date of receipt. The notification shall be deemed to constitute an offer of sale to each of the medical biologists and shall mention, on pain of nullity, the price and conditions.
Each medical biologist practising within the company has a period of two months from the date mentioned in the first paragraph to notify the transferor, by any means that provides proof of the date of receipt, of his or her intention to acquire all or part of the shares at the price and under the conditions set, or failing this under the conditions set out inarticle 1843-4 of the French Civil Code.
On expiry of this period, if several medical biologists practising within the company have expressed their intention to acquire all or part of the shares whose transfer is planned, the transferor shall inform all the medical biologists. Where the total number of shares that the medical biologists practising in the company have declared that they wish to acquire is greater than the number of shares whose transfer is planned, and in the absence of agreement between them within a period of one month from the information provided by the transferor, the shares concerned are allocated among them by the transferor.
II - In the absence of a response from them, on expiry of the period mentioned in the second paragraph of I of this article, the medical biologists practising within the company are deemed not to have acquired the shares and the transfer may be made to the persons mentioned in the second paragraph of II of article L. 6223-8.
The transferor may not decide to sell, on more advantageous terms or at a more advantageous price, to the persons mentioned in the second paragraph of II of Article L. 6223-8, without having made a new offer to the medical biologists, natural persons practising within the company, in accordance with the procedure described in I of this article.
III -The transfer of shares provided for in this article is subject to the formalities provided for inarticle L. 221-14 of the French Commercial Code.
IV - In all cases, a copy of the notifications referred to in I of this article will be sent to the relevant professional association and to the director general of the regional health agency within whose jurisdiction the company's registered office is located.
V.- Any transfer of shares made in breach of this article may not be enforced against the company or its members or shareholders.
