Transfer of Shares/Interest in a Business Corporation (Slovak Republic)
Yuhan Ma 31.08.2017
This publication is also available in Chinese: 公司股份/权益转让 (捷克共和國)
The transfer of shares/interest in a business corporation is governed by Act No. 513/1991 Coll., the Commercial Code.
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 Commercial Code regulate the ownership interest transfer agreement as a special type of agreement specified in Section 115 par. 3.
According to Slovak law the shareholder’s interest in a Ltd company cannot be materialised in a common certificate (type of security) and transferred as registered shares so the written agreement with officially certified (legalised) signatures is the only way how to transfer the shareholder’s interest in a Slovak Ltd company.
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 Securities Act No. 566/2001 Coll. in Section 19 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.