Transfer of Shares/Interest in a Business Corporation (Czech Republic)
Yuhan Ma 25.08.2017
This publication is also available in Chinese: 公司股份/权益转让 (捷克共和国)
The transfer of shares/interest in a business corporation is governed by Act No. 89/2012 Coll., the Civil Code, and Act No. 90/2012 Coll., on Business Companies and Cooperatives (Act on Business Corporations).
Changes relating to the company structure occurring as a result of the acquisition of shares/interest in a company shall be recorded in the Commercial Register.
Transfer of an Interest in a Limited Liability Company
This is the most common way of how a shareholder’s participation in a Ltd company is established and possibly also terminated. The transfer of an ownership interest in the company is performed on the strength of a written agreement with officially certified (legalised) signatures. The Act on Business Corporations does not regulate the ownership interest transfer agreement as a special type of agreement and therefore the provisions in the Civil Code on the purchase of movables contained in Section 2085 et seq. shall apply.
If the shareholder’s interest is materialised in a common certificate (type of security), its transfer will require an endorsement (similarly as when transferring registered shares), which must include the unambiguous identification of the transferee.
Transfer of an Interest in a Joint Stock Company
The transfer of shares regardless of their form or type is always based on an agreement, which represents a legal title of the transfer. Nonetheless, the law modifies the conditions of share transfer depending on their form or type.
A share transfer agreement (STA) or more preciously said a share purchase agreement (SPA) is governed by the provisions of the Civil Code relating to purchase movables contained in Section 2085 et seq. A share transfer agreement does not necessarily need to be in writing. Registered shares (shares stating a name of an owner/holder) shall be transferred by endorsement.
The following governmental institutions and web portals are relevant as regards transfer of shares/interest in a Business Corporation.