Share transfer in a limited company is subject to stricter rules than in a joint stock company. TCC art.595-600.
Share Transfer Form
- Written contract (mandatory)
- Notary approval (validity requirement)
- General assembly approval (condition unless there is a contrary provision in the articles of association)
- Registration in the share ledger
- Registration in the trade registry and announcement
Company Approval
If the general assembly does not reject the transfer within 3 months, approval is deemed to have been given. This rule can be changed by the articles of association.
Right of Pre-emption
The right of pre-emption may be arranged in favor of the partners in the articles of association.
Supreme Court 11. HD
11. HD consistently states that limited company share transfers made without complying with the notarized written form are "absolutely void".
Commercial law lawyer is recommended.