The transfer of ownership of a share in a company is free on the basis of the Companies Act, unless otherwise stipulated by the contract of incorporation (founding act). Transfer of ownership over a share is carried out on the basis of the Share Transfer Agreement, on which the signatures of the contractor, the transferor and the acquirer are certified.
Members of a multi-member company have the right to pre-purchase a share that is the subject of a transfer to a third party, unless the right is excluded by a charter or by law.
The transferor is obliged to offer its share to all other members of the company before transferring the share to a third party. The transferor shall submit the offer in writing, which must contain all the essential elements of the transfer agreement, the address on which the member of the pre-empted purchasing company sends the acceptance of the bid, the deadline for concluding and verifying the transfer agreement, as well as other elements stipulated by the founding act .
A member of the company that exercises the right of pre-acquisition shall be obliged in writing to notify the transferor of the acceptance of the offer as a whole, within 30 days from the day of the receipt of the offer, unless the other deadline is not longer than 90 days from the date of receipt of the tender the founding act. If two or more members of the company accept the offer and if between the transferor and those members does not reach an agreement on the manner of distribution of the share to be transferred, the distribution is made by each member who has accepted the offer purchases a portion of the share that is proportional to the share of his stake in the sum the share of all other members of the company that accepted the offer.
A member of a company that has the right of pre-acquisition who has not submitted the offer by the transferor, 1 – can request the competent court to cancel a share transfer agreement, or 2 – commit the respondent company to transfer the share to the plaintiff, or to replace the judgment on the transfer of the share between the plaintiff and the respondent societies.
The lawsuit can be filed within 30 days from the day of the knowledge for the conclusion of the share transfer agreement, but no later than the expiration of the sixth month from the date of registration of the transfer in the APR.