Sale / transfer of shares of a commercial company (LTD/LLC)

transfer of shares limited company limited liability company

➸ Transfer of all shares:

The decision to sell shares is taken by the sole owner of the money capital. It is noted in writing in a protocol. After the preparation of the protocol, one can proceed to the conclusion of the actual contract for the purchase and sale of company shares, in which the parties to the contract are described, as well as the sale price of the shares agreed between them.

It is a mandatory requirement that this contract be notarized! A new founding act must also be drawn up, in which the new owner of the capital should already appear.

When the owner of the capital is also the manager of the company and, along with the sale of shares, a change in the management bodies is assumed, it is necessary to prepare all the documents necessary for the announcement of the new owner as manager, namely: protocol for the release of the old one and acceptance of a new manager, as well as a notarized sample of his signature (specimen) and consent to accept management.

➸ Transfer of part of the shares:

In the transfer of shares of a LLC, there is also a second possible option which is for the capital owner to sell only part of his shares. This is a kind of transformation of the sole proprietorship into one with several owners of the money capital.

The transfer steps are the same, with the difference that after the conclusion of the purchase and sale contract, a general meeting is convened, at which the trustees and the minutes of the same take the decision to accept the purchase contract. Depending on whether the new partner will be appointed as a manager, the remaining documents are prepared.

Transfer of shares in a LTD

The transfer of a share in an LTD also implies two variants of the procedure. First of all, it is important to note one significant feature, namely, that the transfer of shares between wallets is free, and for third parties – if the requirements for receiving a new wallet are met.

➸ The leaving party and the incomming party are not partners

The first and main step to start the procedure for transferring a share in an LLC is for the partner who wants to sell his share to submit an application for exemption, and the person who is about to buy the company share to apply for his acceptance as a partner. Next is the convening of a General Meeting of partners, which aims to review the incoming requests and take a decision on the acceptance of the new and the opening of the old register.

Requests for acceptance and release are required only when a share is transferred to a person external to the company. As a result of the decisions made by the Board of Directors, the conclusion of the contract for the sale of company shares is being concluded. A new general meeting of the company is convened, which includes the new partner. The meeting thus convened adopts a new company contract, which successfully completes the procedure for transferring company shares between partners, provided that the departing partner is not the manager of the company.

➸ The leaving party and the incomming party are partners

In this option for the transfer of shares, the general meeting convened after the conclusion of the purchase and sale agreement considers two additional points – the opening of the future treasury in the owner’s company and the appointment of a new one. The preparation of all returns is required, along with a specimen of the new manager.

A fatal step in the procedure for the transfer (sale) of a company share, regardless of the type of commercial company, is the entry of the change in the Commercial Register. In this regard, if you would like to change other circumstances in your company, such as headquarters and management address, name, etc., then this is a convenient time to do so. It is necessary to take a decision, as decisions, the general meeting, at which the new partners are also present.

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