SERVICE

Share transfers in a Czech limited liability company

We represent sellers or buyers in transfers of shares in a Czech limited liability company (s. r. o.). We check the transfer requirements, prepare the contractual documents and propose arrangements for payment and the handover of records.

Discuss a share transfer Book a consultation

SERVICES

Selling a stake, bringing in an investor or leaving a company

A share transfer changes the ownership of a company. The commercial agreement on price is only one part of the transaction. It is necessary to establish what the buyer knows about the company, the circumstances in which the seller bears liability and the steps required before payment and after signing.

We establish whom we represent at the outset. The buyer needs to investigate the company and the risks associated with the investment. The seller needs a clear definition of their obligations, payment arrangements and any liability after the transfer. These interests do not always coincide.

What we address during a transfer

The articles of association, transferability of the share and the corporate approvals required.

The scope of legal due diligence and the documents needed to assess risks.

The transfer agreement, the parties’ representations and the procedure if discrepancies are found.

Payment of the price, completion conditions and the handover of documents.

Related changes to the company’s governing bodies and documents for the relevant registers.

If the company will still have several owners, their rights and decision-making arrangements also need to be addressed. Rules for a future sale, resolving disagreements and access to information should be discussed when a new shareholder joins.

How we work

We first review the intended transaction and the company’s documents. We then propose the scope of due diligence and the contractual terms. Once these have been negotiated, we arrange signing and the subsequent steps according to the particular shareholding and the articles of association.

For the first consultation, prepare the company’s identification number, current articles of association, the size of the stake being transferred, your price expectations and any draft agreement available. Also state whether the share is represented by a share certificate (kmenový list) and whether any shareholders’ agreements, pledges or other restrictions exist.

Discuss a share transfer

FAQ

Frequently asked questions about share transfers

Is the consent of the other shareholders required?

This depends on the recipient of the share and the articles of association. Transfers to an existing shareholder and to a third party have different statutory bases. We check the necessary consents before arranging signing.

Is updating the Commercial Register enough?

No. Registration in the Commercial Register does not replace the agreement or other transfer requirements. The effectiveness of the transfer between the parties and towards the company must be assessed separately.

Does a share transfer automatically change the managing director?

No. Ownership of a share and the office of managing director are separate matters. If management is also changing, we include the necessary resolutions and documents in the transaction timetable.

Can you carry out due diligence before the purchase?

We agree the scope of legal due diligence according to the transaction. Tax and accounting issues need to be addressed with the relevant advisers; legal review does not replace those parts.

How much does a transfer cost and how long does it take?

This depends on the transfer conditions, the availability of documents and the extent of negotiations. We establish the legal fees and expected process after an initial review of the transaction.

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