The term “sale of a company” is usually used in commercial transactions when the transfer of the company shares owned by the owner of the capital to another natural or legal person is requested. This can happen both when the company is a single-member limited liability company, i.e. the owner owns all the company shares or 100% of the company’s capital, and when the company is a limited liability company – in this case two or more persons own the company shares.
When selling shares in a limited liability company, the procedure has some specifics that should be followed when transferring the shares. In both cases, the sale of company shares goes through two stages: preparation and signing of the documents required by law and registration proceedings – entry of the sale of the company shares in the Commercial Register.
Sale of a single-member limited liability company
In a single-member limited liability company, the company’s capital is owned by one person. For the transfer of the company’s shares to take place, the owner must dispose of the company shares. The procedure begins with the single member of the capital deciding to sell the company shares and the conditions under which the sale will take place. After that, a purchase and sale contract is signed, which takes place in front of a notary who certifies the signatures on the contract. The price of each company share is determined by negotiation, but it cannot be lower than its nominal value. By signing the purchase and sale contract for the company shares, the buyer acquires all the assets and liabilities of the company.
The registration procedure before the Commercial Register follows, in which an application is submitted under Form A4, to which the decision of the sole owner of the capital for the sale of the company shares and the Purchase and Sale Agreement with notarized signatures are attached. Various declarations are also attached, such as the Declaration under Art. 13, para. 4 of the Commercial Register and the Register of Non-Profit Legal Entities Act, Declaration under Art. 129, para. 2 of the Commercial Register for the absence of unpaid wages and insurance contributions to the company’s employees, etc. With the entry of the change in the ownership of the company shares, other changes can also be entered into the company’s account – new address, manager, change of company (company name), etc.
Note: There is no obstacle for the sole owner of the capital in an LLC to sell only part of his shares, thus the company will become a limited liability company. Very often in practice this change is perceived as a transformation, but this is not the case. Transformation is subject to a different legal regulation. In this case, it concerns the same legal form, but with a different number of owners of the company shares.
Sale of a limited liability company
The sale of a limited liability company has some specifics, which stem from the fact that the ownership of the company shares is owned by two or more individuals and/or legal entities.
When selling shares in a limited liability company to a third party who is not a partner in the company, it is necessary to comply with the requirements for accepting a new partner – this is done by a Decision of the General Meeting, in compliance with the statutory requirements for quorum and form. When the transfer of shares is carried out by one partner to another – this is done freely under terms and prices that are agreed upon.
The purpose of this requirement of the law is to first offer the shares to the partners who are familiar with the company’s affairs, after which, in case they refuse – the selling partner can transfer them to a third party.
After the above actions are documented in the relevant documents, the procedure for selling the company shares is identical to that of an EOOD.
Price and fees for transferring a limited liability company
Notary fees – depending on the value of the company shares sold, plus a fee for certification of declarations and/or minutes, in cases provided for by law. You can calculate notary fees using this Calculator.
Fee for entry in the Commercial Register.
Attorney’s remuneration.