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Sale of company

The transfer of a commercial company (firm) shall be made by means of a contract with notarized signature and content. Legal Frame Law Firm can assist you in such transactions. Our commercial law attorneys will assist you with the preparation of the necessary documents, representation before a notary and registration of the changes in the commercial register.

Before proceeding with the sale of a company, you should consider that depending on the legal form, the sale is carried out in a different way. The most common form of company is a limited company or an LLP, so in the following lines we will describe the procedure for selling shares in a limited company.

Procedure for the sale of LLCs/EOs

The capital of limited liability companies is divided into shares of nominal value. Shares may be transferred, pledged, hypothecated or otherwise dealt with. The actual transfer of a share takes place by means of a sale and purchase agreement with notarised signature and contents.

The contract shall be entered in the commercial register and shall contain the requisite particulars: the name of the buyer, the name of the seller, the amount of the shares to be sold and the value at which they are to be purchased. The contract may also provide for liquidated damages and other clauses depending on the wishes of the parties.

Before proceeding to registration in the Commercial Register, you should prepare the necessary documents.

First of all, you must prepare an application from the person-buyer, in which he expresses the wish to purchase a certain number of shares of the commercial company. This is followed by the minutes of the general meeting (or a resolution of the sole owner of the capital). With each application, a declaration pursuant to Article 13(4) of the Commercial Register Act must also be submitted and, pursuant to the 2017 amendments, a declaration pursuant to Article 129 of the Commercial Companies Act must also be completed stating that there are no outstanding debts. The application may also be filed by a lawyer, in which case the state fee is reduced.

After the registration of the sale, the new owner can register a change in any circumstance concerning the company: he can change the manager, the subject of activity, the address of the company, he can increase the capital or change the name. For each change, the necessary documents should be prepared. In case you change the manager, the new manager must sign the declarations required by law, including a specimen signature.

Whether you are making a change to a trading company or selling a company, we recommend that you consult a good commercial law solicitor to guide you and prepare the documents required for incorporation.

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