The transfer of shares of a company (UAB) is formalized by an agreement, which requires a simple written or notarial form. From 1st of January 2015, Article 1.74, paragraph 1, paragraph 3 of the Civil Code of the Republic of Lithuania provides that notarial form is required for purchase and sale agreements of UAB shares, when 25 percent or more of UAB shares are sold or the sale price of UAB shares is higher than EUR 14,500.
When transferring UAB shares, one party transfers the related rights and obligations along with the shares, and the other party acquires rights and assumes obligations. Therefore, before concluding a purchase and sale agreement of UAB shares, we would suggest consulting with lawyers and entrusting the preparation of documents to specialists with long-term experience.
Why is it worth contacting us:
- we consult on issues of transfer of company (UAB) shares;
- we help you choose the most suitable option;
- we assess the tax consequences of the transfer of company (UAB) shares;
- we perform legal translation of transactions;
- we prepare documents for the transfer of company (UAB) shares, documents for the notary and The Register of Legal Entities;
- we represent the client’s interests in notary office and The Register of Legal Entities;
- we register changes, make entries in UAB securities accounts.
One of the features of the transfer of UAB shares is the consent of the shareholder’s spouse to the transfer of UAB shares acquired during the marriage. The Civil Code of the Republic of Lithuania establishes that transactions for the transfer of shares that are the common joint property of spouses may be concluded only by both spouses, except in cases where the spouse has a power of attorney issued by the other spouse to conclude such a transaction. It should be noted that the Civil Code of the Republic of Lithuania establishes a provision that a transaction for the transfer of company shares may be declared invalid without the consent of the other spouse.
Another specific requirement is related to the pre-emptive right to acquire shares transferred by a UAB. Article 47, Part 2 of the Law on Joint Stock Companies of the Republic of Lithuania establishes that the shareholders who were present on the date of receipt of the shareholder’s notification of the intention to sell the shares have the pre-emptive right to acquire all shares of a UAB being sold.
These circumstances prove once again that in order to avoid disputes regarding the dispute over the transfer of UAB shares, it is necessary to consult with lawyers before concluding transactions.