Shares of a company can be transferred from one person or company to another. The share transfer is the document that formalizes the transfer of the shares. In practice, this is done by signing a declaration of transfer.
This can happen, for example, when a founder wants to sell shares to a new employee, when an investor buys some shares from the founders, or when shareholders want to rearrange the equity split.
The declarations of transfer must always be signed with wet-ink signature to be valid.
The Shareholders' Agreement (SHA) usually limits the ability of shareholders to transfer shares. Such restrictions may include the right of first refusal and the purchase options. Always review your SHA before entering into a share transfer.
If the shares being transferred are those of a GmbH/Sàrl, remember that the commercial register must be amended to reflect the share transfer. Indeed, for a GmbH/Sàrl, the commercial register must show the shareholders of the company, meaning the name of the shareholders and the amount of shares owned.
Often, a transfer of shares requires the consent of the company. Before proceeding with a share transfer, check the articles of association to see if there is any such restriction.
A company must keep an internal share register listing all shareholders of the company. Remember to amend this register with each transfer of shares.
SHA limitations: The limitations (e.g., ROFR) of the applicable Shareholders' Agreement (SHA) are verified and complied with before each Share transfer.
Accession to the SHA: Buyers who are new shareholders have signed the declaration of accession to the Shareholders' Agreement (SHA).
Wet-ink: All declarations of transfer are signed with wet-ink signature.
Copies: A copy of all signed declarations of transfer is made and retained. This will be important for future due diligence.
Share register & cap table: The share register and the cap table are amended after each share transfer.
Book a free call with us.