In its simplest form, a share transfer is the purchase and sale of shares in a private limited company (ApS). It is a transaction that occurs if you have shares in an ApS that you would like to sell or if you are the buyer and want to take over shares in an ApS. When transferring shares, it is the shareholders, i.e. one or more of the company’s owners, who sell, whereas in asset transfers it is the company that sells.
How do you sell shares?
You are generally free to buy and sell shares. However, if you want to sell your shares in an ApS, you should be aware that the articles of association or any ownership agreement may contain provisions that relate to the sale of shares. For example, you must offer to sell your shares to the other owners first, also known as the right of first refusal.
As a buyer of shares, you have the option to conduct a detailed investigation of the company you are acquiring shares in. This can include reviewing the company’s assets and finances so that the buyer can get a true picture of the company’s situation.
Once the seller and buyer have agreed on a price for the shares, a transfer agreement must be drawn up. This document states who is selling and who is buying the shares, but also includes information about the company’s affairs. Once the agreement has been signed by both parties, the seller must deregister as the owner of the company at the Danish Commerce and Companies Agency. Additionally, the company’s register of owners must be updated to reflect the latest change in the limited liability company’s ownership.
Contact a specialist
Do you have questions about share transfers in limited companies? Or if you have other commercial legal issues, you are more than welcome to contact us.
