Shares and transfer of share for A/S

Transfer of shares

A share transfer is a transaction where the ownership shares in a limited company (A/S) change hands. For example, it may be relevant in connection with generational change, investment, divestment or changes in the group of owners. Unlike an asset transfer, where it is the company’s assets that are traded, in a share transfer it is the ownership of the company that is transferred.

Shares are generally freely transferable, which means that they can be bought and sold without the consent of the company or other shareholders. However, the company’s articles of association or a shareholder’s agreement may contain restrictions, such as pre-emption rights, consent requirements or conditions for who can own shares in the company. It is therefore important to clarify the company law framework before a transfer is completed.

When a transfer of shares is to take place, it can be crucial that a written transfer agreement is drawn up. The agreement should contain information about the parties, the number and type of shares, the purchase price, payment terms and any guarantees and statements about the company’s affairs. It may also be relevant to regulate issues such as non-compete clauses, breach of contract and dispute resolution.

A correct and well-drafted transfer of shares agreement helps to ensure that both the buyer and the seller have clear expectations and rights – and that no disagreements arise afterwards. It is therefore important that the agreement is drafted with legal precision and with the interests of both the company and the parties in mind.

After the agreement has been signed, the changes must be registered correctly. In most cases, this includes notification to the Danish Business Authority. In addition, the company’s internal registers and any ownership agreements/shareholder agreements must be updated to reflect the new ownership structure.

Why choose Raadgiver.dk?

At Raadgiver.dk, we assist with the entire process – from legal advice and review of the company’s articles of association and shareholders’ agreement, to drafting the transfer agreement and correct registration. We have extensive experience with both simple and complex share transfers and ensure that you as a buyer or seller are confident throughout the process.

Whether you are facing a small internal transfer or a larger transaction with multiple parties, it is crucial to get the right legal advice. A share transfer is not just a trade – it’s a change in the company’s foundation and should be handled with care.