Sale and donation of shares are several ways to transfer ownership. The essential difference is that the donation of shares is gratuitous, while the sale of shares is refundable.
If the value of the donated shares does not exceed EUR 14,500, a simple written form is sufficient. If the value exceeds EUR 14,500, a notarial form is required for the donation agreement.
The recipient accepts the debts related to the gifts along with the gift. There must be a close family relationship between the donor and the recipient of the gift, otherwise the donation transaction may be recognized as illegal.
When 25 percent or more of the shares are sold or the sale price of the shares is higher than EUR 14,500, a notarial form is required for the sale of shares.
Another difference is the pre-emptive right to acquire the transferred shares for other shareholders. Article 47 of the Law on Joint Stock Companies establishes the priority of acquiring UAB shares sold to other UAB shareholders. However, there is no obligation to offer shares to other UAB shareholders in the first place if the shares are transferred to third parties not under a purchase and sale transaction, but, for example, by gifting them.