Share Transfer in EOOD/OOD
Share Transfer in an EOOD and OOD — Complete Guide
Selling or transferring shares is an important transaction in the life of a company. Whether you are selling the entire company, admitting a new partner, or redistributing shares internally, the procedure involves specific legal requirements.
Notarial certification is mandatory — the share transfer agreement requires notarial certification of the signatures (Art. 129(2) of the Commerce Act).
Legal Basis
- Art. 129 of the Commerce Act — Transfer of shares
- Art. 129(2) of the Commerce Act — Requirement for notarial certification of signatures
- Art. 261 of the Commerce Act — Entry of a change in partners via A4
Types of Transfers
| Type | Description |
|---|---|
| Sale | Shares are transferred for payment |
| Donation | Gratuitous transfer |
| Inheritance | Transfer of shares by succession |
| Exchange | Shares in exchange for other property |
Required Documents
- Share transfer agreement — with notarial certification of signatures
- Minutes of the General Meeting — resolution of consent to the transfer (for OOD, if the Articles of Partnership require it)
- Declaration under Art. 141(8) of the Commerce Act — if the new partner takes on management
- Updated Articles of Partnership / Articles of Association — if the structure changes
- Application A4 — for entry of the change in the Trade Register
Step-by-Step Procedure
- Prepare the transfer agreement — through Firmify or a lawyer
- Sign before a notary — mandatory certification of signatures
- Adopt a General Meeting resolution (if necessary for OOD)
- File A4 with the Trade Register — for entry of the new structure
- Receive the entry — 3-5 business days for e-filing
Deadlines and Fees
- Deadline for filing A4: 7 days from the transfer
- Notary fee: ~15-41 € depending on the value
- Trade Register e-filing fee: 20.46 EUR
Frequently asked questions
Yes — Art. 129(2) of the Commercial Act requires notarization of signatures on the share transfer agreement. Without it, the transfer is invalid.
With electronic filing — 3–5 business days. Fee: 20.46 EUR.
Yes. In an EOOD, the sole owner can transfer shares (all or part) to a third party. The company transforms from EOOD to OOD when there are two owners.
It depends on the partnership agreement. By law, consent of the other partners with a 3/4 majority of the capital is required.
All guides
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