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The partner, the founder who owns shares in a company, can dispose of their shares according to the rules defined in the Company Founding Agreement and the Companies Act. This means that the shares can be transferred in several ways, but here we will focus on the sale of the shares, or the transfer of the share with compensation.

Let us mention that according to our Law on Commercial Companies, the share in the terminology is not sold, but it is transferred with or without compensation, for the reason that the share is not a thing, but a right.

Differences between / founding capital / share / and / company value / and whether they should be the same?

In limited liability companies, the minimum initial capital is 5,000 euros. This means that the founding capital that the founders contribute or pay when establishing the company must have this value.

However, the company’s value is not directly related to the amount of the initial capital, so a company that is newly established with 5,000 euros in initial capital can be worth much more.

The share that the founders receive can be freely and mutually determined through the Founding Agreement and it does not necessarily have to correspond to the contributions made.

The answer to the question is that these things are not the same and do not always have to correspond.

Conditions and restrictions for the transfer of shares to a third person

The transfer or sale of a share in a company to a third party is subject to certain conditions and restrictions.

First, the partner must fully pay their contribution before transferring the share. Then, the right of first refusal is of crucial importance, where other partners and the person designated by the company have the right of first refusal. In the event that none of them express their intent within 30 days from the notification of the share transfer, the partner is free to sell the share to a third party under the same conditions.

Procedure for transferring a share through sale – determining the price of the share.

The ownership share can be sold partially or in its entirety. The auctioning of the entire ownership share is also known as an “Exit.”

The first step in the process is to determine the price of the ownership share being sold. The price is often determined through negotiations starting from a base price established according to the company’s value. (There are several metrics and methods for determining a company’s value, but we won’t delve into that here.)

The Law on Business Companies defines that ownership shares are transferred through a notarized share transfer agreement. Any action contrary to the law or the company’s agreement is void.

Transfer of rights and obligations in the transfer of ownership shares.

The actual transfer or sale of an ownership share has significant legal consequences. When the ownership share is transferred, the rights and obligations are passed on to the new owner. This includes all rights and obligations related to the company, as well as legal actions taken by the previous shareholder.

With the transfer of the ownership share, care should be taken to follow the procedure for:

The capital gains tax
Updating the register of ultimate beneficial owners.
Updating the data with the banks where the company holds an account.

The transfer or sale of a share in a company is a process that, depending on legal and contractual implications, can be complex and have significant legal consequences.

The transfer of the share and negotiations for the price are key elements in the process, while the legal framework and conditions for the transfer of shares to third parties should be well understood and implemented. The transfer of rights and obligations in the share transfer has important legal and financial aspects, including capital gains tax and the registration of ultimate beneficial owners. Therefore, the transfer or sale of a share in a company requires careful preparation to ensure legal and regulatory compliance.