Shares and share transfer for ApS

Transfer of shares

A transfer of shares is a transaction where ownership shares in a private limited company (ApS) change hands. It may be relevant if you as a shareholder want to sell your shares – or if you as a buyer want to join the company’s ownership group. In contrast to an asset transfer, where the company’s assets are traded, in a share transfer it is the ownership itself that is transferred.

In principle, it is possible to buy and sell shares freely. However, in practice, there are often important factors that must be taken into consideration. The company’s articles of association and any ownership agreements between the owners may contain provisions that restrict or regulate the ability to transfer shares. For example, there may be a requirement for consent from the other owners or a right of first refusal, where existing owners must be offered the shares first.

Once the buyer and seller have agreed on the terms, a transfer agreement is drawn up. The agreement documents who the seller and buyer are and typically includes information about the company’s circumstances, the price of the shares and any disclosures or guarantees related to the transaction. It is important that the agreement is legally correct and covers all relevant matters, and that both seller and buyer agree to its contents – both to ensure a smooth transfer and to avoid disputes afterwards.

After the agreement is signed, the changes must be registered correctly. This includes notifying the Danish Business Authority of the change of ownership and updating the company’s register of owners to reflect the new ownership structure.

Client Example within transfer of shares ApS

Raadgiver.dk has assisted many clients with transfers of ownership interests. Among others, we have advised the following anonymised client:

Disagreement Between Owners Resolved Through transfer shares ApS

Two owners of a small Danish company had operated the business together for several years. Over time, however, disagreements arose regarding the strategic direction of the company, making it difficult to make decisions about its future operations and development.

The parties therefore agreed that one owner would exit the company by selling his ownership interests to the remaining owner. They also wished to ensure that the transfer was carried out on clear legal terms, so that no disputes would later arise regarding payment, liability, or prior matters related to the company.

The owners contacted Raadgiver.dk for assistance with structuring and completing the transfer of ownership interests.

We:

• Advised the parties on the legal structure for the exit and transfer of the ownership interests.
• Drafted an appropriate transfer agreement including provisions on, among other things, purchase price, payment terms, and mutual release declarations.
• Ensured that any outstanding matters between the owners and the company were resolved as part of the transfer.
• Ensured proper corporate completion of the transaction, including updating the register of owners and corporate documents.

The result was a controlled and legally clarified exit of one owner, where both parties obtained certainty regarding their rights and obligations, and where the company could continue its operations without further conflicts between the owners.

Why choose Raadgiver.dk?

At Raadgiver.dk, we assist with the entire process. We advise on the legal framework, review articles of association and ownership agreements, draw up the transfer agreement and ensure correct registration. Our goal is to ensure that you as a buyer or seller are well prepared to complete the transaction – before, during and after the transfer.