How can I transfer my shares in the company to another shareholder?
June 25, 2022 | 45,00 EUR | answered by Otto König
Dear lawyer,
My name is Eva Völker and I am a shareholder of a GmbH. Currently, there are four shareholders in the company, including myself. After much consideration, I have decided to transfer my shares in the company to another shareholder. The reason for this is that I wish to withdraw from the company for personal reasons and a smooth handover is important to me.
Currently, I hold 25% of the company's shares, which I would like to transfer to one of the other shareholders. However, I am unsure about how to proceed and what legal steps are necessary to securely carry out the transfer of shares. My biggest concern is that there may be complications or legal issues if I do not transfer the shares correctly.
Therefore, my question to you as an experienced lawyer specializing in company law: How can I transfer my shares to another shareholder? What steps do I need to follow and what formal requirements must be met to make the transfer legally valid? Are there any specific clauses in the company agreement that need to be considered? And how can I ensure that the transfer of shares is fair and transparent?
Thank you in advance for your support and advice.
Best regards,
Eva Völker
Dear Mrs. Völker,
Thank you for your inquiry regarding the transfer of your shares in the company to another shareholder. I understand your concerns and will now explain in detail how you can proceed legally.
Firstly, it is important to check if there are any specific provisions in the articles of association of your GmbH regarding the transfer of shares. Typically, articles of association contain provisions on this matter that must be followed. Therefore, it is advisable to review the articles of association and, if necessary, consult a lawyer to ensure that all regulations are complied with.
If there are no specific provisions regarding the transfer of shares in the articles of association, the legal provisions of the GmbH Act apply. According to § 15 GmbHG, the transfer of shares generally requires notarization. This means that you must visit a notary to make the transfer of shares legally valid.
Furthermore, it is important that the transfer of shares is done mutually between you and the other shareholder. This can be done through either a purchase agreement or a gift. In any case, the transfer agreement should clearly regulate all relevant points such as the purchase price, the amount of shares, and the timing of the transfer.
To ensure that the transfer of shares is fair and transparent, I recommend documenting all steps in writing and, if necessary, consulting a lawyer to assist you in drafting the contract.
I hope that my explanations are helpful to you and I am available for any further questions.
Best regards,
Otto König
