According to the provisions of the Law on Joint Stock Companies of the Republic of Lithuania, shares are securities confirming the right of their owner (shareholder) to participate in the management of the company, unless otherwise provided by law, the right to receive dividends, the right to a part of the company’s assets remaining after its liquidation, and other rights established by law.
The transfer of shares is formalized by an agreement, which must be in simple written or notarial form. From 1 January 2015 Article 1.74 paragraph 1, point 3 of the Civil Code of the Republic of Lithuania provides that for UAB share purchase and sale agreements, when 25 percent or more of UAB shares are sold or the sale price of UAB shares is higher than EUR 14,500, a notary shall certify such transactions.
The procedure for the transfer of UAB shares is essentially regulated by Article 47 of the Law on Joint Stock Companies. A shareholder who has decided to sell his UAB shares or part thereof must notify the company in writing of his intention to sell the shares, their quantity and price. It should be emphasized that when there is only one shareholder in a company, there is no one to exercise the pre-emptive right, so there is no need to notify the company of the intention to transfer its shares. It is advisable to deliver such a notification, addressed to the company’s manager, against signature or send it by registered mail.
The share purchase and sale agreement is subject to not only general contractual requirements, but also special requirements that must be observed. The UAB share purchase and sale agreement must contain the name of the company whose shares are being transferred, its legal form, its code, registered office, the number of shares transferred by class and the nominal value. In the absence of this data, the share purchase and sale transaction is null and void.