No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.
No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.
No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.
No restrictions, unless otherwise provided in bylaws. Transfers shall be reported and registered with the Public Registry of Commerce.
Last modified 27 Jun 2024
Not applicable – this is subject to the requirements of the foreign company's place of incorporation.
A signed share transfer form is required to transfer shares (note: duty may apply in certain circumstances).
The constitutions or shareholder agreements of some proprietary companies contain pre-emptive rights which require that a transferor of shares offers those shares to other shareholders before those shares may be offered to third parties. Frequently, those constitutions will also give the directors the right to refuse to register a share transfer, without them necessarily being required to give a reason for a refusal to register (although it is common for this power to
contain an exception which prevents the directors from refusing to register a transfer of a share which occurs in connection with the enforcement of a security interest over a share).
Pre-emptive rights provisions are far less common in public company constitutions and cannot be contained in the constitution of an ASX-listed company.
Shareholders' agreements may also provide restrictions on the transfer of shares, with such restrictions typically expressed to take precedence over restrictions found in the company's constitution.
Last modified 27 Jun 2024
Shares can generally be transferred between shareholders via a written agreement. Vis-á-vis the stock corporation, only those are deemed to be shareholders who are registered in the share register. In case of a listed company, shares are usually made out as bearer shares, so no share register is required.
Shares can generally be transferred between shareholders via a written agreement, where such agreement must be made in the form of a notarial deed.
Shares can generally be transferred between shareholders via a written agreement, where such agreement must be made in the presence of an Austrian notary public or an Austrian attorney-at-law. Corporate participation value certificates may be transferred by way of written agreement only.
Last modified 27 Jun 2024
Share transfer documents are required and must be approved by the MOIC and CBB (if applicable).
Share transfer documents are required and must be approved by the MOIC and CBB (if applicable).
Last modified 21 Jun 2024
Shares are freely transferable unless otherwise provided for in the articles of association, the issuance conditions of the titles or agreements.
Unless otherwise provided for in the articles of association, transferability is restricted as shares may be transferred to another shareholder or a direct ascendant or descendant of the shareholder.
Any transfer of shares to another person or company than the above mentioned must be approved by at least half of the shareholders representing at least 3/4 of the capital, not including the shares the transfer of which is being proposed.
The articles of association can foresee that the shares are freely transferable.
Not applicable as a Belgian branch office has no issued shares.
Last modified 21 Jun 2024
All transfers of quotas must be done by means of an amendment to the articles of association. A quotaholder may freely transfer the respective quotas if there is no opposition of quotaholders holding more than 1/4 of the company's capital. However, the quotaholders usually set forth limitations to the transfer of quotas in the articles of association (such as right of first refusal) or in the quotaholders' agreement, if any.
As a general rule, shareholders may freely transfer their shares to other shareholders or third parties by means of an entry in the share transfer book. It is common to establish limitations to this right in the bylaws or in shareholders' agreements, if any.
Last modified 24 Jun 2024
Shares can generally be transferred between shareholders via a written agreement, with directors' consent typically needed for private companies. If there is a unanimous shareholder agreement in place for a private company, typically it places restrictions on the transferability of shares of that private company and may include other provisions such as "piggyback" rights, rights of first refusal and other similar steps that must be taken before a transfer of shares can take place.
Last modified 24 Jun 2024
Except in connection with certain industries and/or as required by antitrust law, there are no regulatory restrictions to transferability of shares. Restrictions may also be included in the company's bylaws (except in public corporations) and/or in shareholders' agreements.
In an SRL, the sale or assignment of equity rights and incorporation of a new partner requires unanimous approval from other partners.
Last modified 24 Jun 2024
For foreign-invested LLCs, any transfer of shares is subject to the registration with the AMR and information reporting to the MOFCOM. In the case of proposed transfer of shares by a shareholder to a third party, the other shareholders have the right of first refusal.
Last modified 24 Jun 2024
Participation can generally not be transferred between partners or 3rd parties without the consent of every partner of the company. When such authorization is obtained, participation can be transferred.
To transfer the participation of a managing partners, the partners of the company must unanimously agree and amend the company's bylaws. On the other hand, to transfer the participation of a limited partner, the rest of limited partners must unanimously agree and amend the company's bylaws. In the case of shares of a share limited partner, these can be assigned or transferred without a bylaws amendment.
The assignment or transfer of a partner's participation must be carried out through a bylaws amendment, following procedures regarding pre-emptive rights.
The subscription of shares is subject to pre-emptive rights in a corporation.
The subscription of shares is subject to pre-emptive rights in a simplified stock company.
Last modified 24 Jun 2024
Shares are generally transferable. However, articles of association can restrict the transfer (ie, by implementing approval requirements).
Shares can generally be transferred between shareholders via written agreement and endorsement of registered shares. Articles of association may limit (but not exclude) transferability; approval requirements may be implemented.
Last modified 24 Jun 2024
In general, no restriction by law, but transferability may be restricted by specific legislation.
Further, it is fairly common that the shareholders' agreement and/or the company's articles of association contain provisions regulating the transferability of shares.
While a shareholders' agreement does not bind the company – and therefore has no effect on the validity of the decisions made by the general meeting – the agreement is still valid among the shareholders, and a violation of the shareholders' agreement will often result in the party in breach incurring liability.
Last modified 24 Jun 2024
Shares may generally be transferred between shareholders or third parties, provided that the transfer of the
in-kind shares is not made by founding shareholders within the first 2 financial years of the company and before the publication of the relevant financial statements and other related documents. By way of exception, subscribed shares may be assigned or transferred between the shareholders or to a board member if such subscribed shares are to be presented as a guarantee for their company's management, or from 1 of the board member's heirs to other shareholders except when there is restriction on the transferability in the AoA (eg, the pre-emption right). For the transfer of shares to be complete in accordance with Egyptian law, the Egyptian Stock Exchange (EGX) and MCDR must be notified.
Quotas may generally be transferred between quotaholders or third parties without the other quotaholders having the right of redemption of such transferred quotas unless provided otherwise under the company's AoI. The company's AoI may provide that such transfer should be made by virtue of a written agreement which should be notarized at the notary public office.
Unless otherwise agreed in the AoI, there is a preemptive right for existing quotaholders to buy quotas offered for sale.
The quotaholder wishing to sell or transfer quotas is obliged to first notify the manager(s) of the company of the desire and the terms of the quota transfer or sale agreement, and then notify the other quotaholders who can then either exercise their right to substitute the buyer or waive such right.
A founder can transfer or sell equity to any person (ie, natural or juridical person) via a written agreement. If a founder transfers or sells the equity to more than 1 person, then a company must be registered as an LLC or JSC as applicable within 90 days from the date of transfer or sale. In any case, the transfer of equity will not be valid unless registered in the company's commercial register.
Not applicable for this jurisdiction.
Not applicable for this jurisdiction.
Last modified 30 Aug 2023
The general rule under Finnish law is that shares may be freely transferred and acquired. Transferability may be restricted by provisions in the articles of association regarding only the pre-emption clause and consent clause. Transferability may be restricted by provisions in a shareholders' agreement.
Last modified 2 Aug 2023
Shares are freely transferable, unless otherwise provided in the bylaws.
The transfer of shares to a third party is subject to the prior approval of the majority of the shareholders representing at least half of the shares comprising the share capital, unless a stronger majority provided for the bylaws. The transfer of shares must be notified to the SARL to be enforceable against the SARL and third parties.
Shares are freely transferable, unless otherwise provided in the bylaws.
Last modified 1 Jul 2024
Shares are generally transferable. However, the articles of association can restrict the transfer (ie, by implementing approval requirements).
Last modified 25 Jun 2024
Shares may be freely transferred unless the articles of association provide for the issuance of restricted stocks and/or stock options granted to certain shareholders.
Corporate parts may be freely transferred unless otherwise stipulated in the articles of association or in the law.
Corporate parts may be freely transferred unless otherwise stipulated in the articles of association or in the law.
Last modified 27 Jun 2024
Shares can generally be transferred, but a company may refuse to register the transfer. Note also that the transfer documents must be duly stamped or adjudicated before the transfer can be registered by the company.
Last modified 25 Jun 2024
Articles of association may stipulate that transfer of shares is subject to a right of first refusal (in favor of 1 or more shareholders) or approval of the shareholders' meeting (eg, to prevent transfer to a competitor). Such restrictions are effective vis-à-vis 3rd parties only if they are included on the share certificate or (in case of dematerialized shares) on the document deposited with the central depository during the creation of shares.
Business quota may be transferred freely amongst quotaholders. However, the articles of association may stipulate a right of first refusal in favor of the other quotaholders.
Business quota can only be transferred to a 3rd party if in the business quota is fully paid up. Other quotaholders of Kft., the Kft. itself or a person designated by the quotaholders' meeting – in this order – has a right of first refusal.
The right of first refusal may be exercised pro rata by the quotaholders.
The articles of association may also stipulate that approval of the quotaholders' meeting is required for the transfer of a business quota to a 3rd party (eg, to prevent transfer to a competitor).
The minister of home affairs must be notified of certain transactions and he has the right to block them if the transaction is deemed against the national security interests of Hungary. A transaction is subject to such notification if, among other things, (i) the investor is incorporated in, or resident of, a country that is not part of the EU, the EEA or Switzerland, (ii) a key industry sector (eg, national defense, financial services or energy) is involved or (iii) the transaction pertains to, among others, the acquisition of more than 25 percent of the shares in a Hungarian entity.
Under recent COVID-19 legislation, the minister responsible for the domestic economy must be notified of certain transactions and he has the right to block them if he deems them to be against the national interests of Hungary. The scope of this legislation is much wider than the previous (and still existing, parallel notification regime concerning only “foreign investors” (ie, investors whose beneficial owner is a resident of a country that is not part of the EU, EEA or Switzerland.) Accordingly, the newly introduced notification regime is applicable if, among other things, (i) the investor is incorporated in, or resident of, a country that is not part of the EU, the EEA or Switzerland (ii) the target company conducts its business in a key industry sector (eg, pharma, leisure or energy), (iii) the transaction pertains to, among others, the acquisition of at least 10 percent of the shares in a Hungarian company if the aggregate value of the transaction reaches HUF350 million (USD980,000). The investment screening regime also applies to investors incorporated in the EU, EEA or Switzerland if they acquire a controlling shareholding in the Hungarian target company operating in the relevant sector provided aggregate value of the transaction reaches HUF350 million (USD980,000).
With reference to the war in Ukraine, some of the rules of the above COVID-19 FDI legislation has been temporarily amended (eg, the 10 percent threshold regarding the shares has been reduced to 5 percent and the financial sector has been added as key industry sector).
Last modified 25 Jun 2024
