Share and Stock Transfer

Share transfer in an LLC

Transferring shares in a limited liability company is done through a notarised agreement. The notarisation covers both the signatures and the content of the agreement — both are certified in a single act.

Transferring shares to a third party (outside the circle of shareholders) requires a General Meeting resolution adopted by a 3/4 majority of the capital. Transfers between existing shareholders are carried out freely, unless the articles of association provide otherwise.

Seller's obligations

Following the 2018 legislative amendment, the seller of shares and the company manager are obliged to declare that the company has no outstanding salaries and social security contributions to its employees. This requirement is essential and failure to submit the declaration is grounds for refusal of registration.

Stock transfer in a JSC

In joint-stock companies, the mechanism depends on the type of stocks:

• Bearer stocks — transferred by simple delivery (traditio). No notarisation or Commercial Register filing is required.
• Registered stocks — transferred by endorsement — a notation on the back of the stock certificate with the transferor's signature.

Stock transfers are not registered in the Commercial Register. They are reflected solely in the shareholders' register, which is maintained by the company.

Timeline

For share transfers in an LLC — approximately 1 week for document preparation, notarisation, and Commercial Register filing. For stock transfers in a JSC — the procedure can be completed within 1–2 days, as no CR filing is required.

Required documents

• Share transfer agreement (notarised)
• General Meeting resolution
• Declarations under Art. 129 of the Commercial Act
• Updated articles of association
• Power of attorney (if a lawyer is authorised)

Frequently asked questions