Transfer of an ownership interest in an s.r.o.: how to do it and what to watch out for

An ownership interest represents a shareholder's participation in a limited liability company (s.r.o.). It can be transferred — sold or gifted — to another shareholder or to a third party. The transfer is made by a written contract on the transfer of the ownership interest, which has had a stricter form since August 2026, and the change of shareholder is registered in the Commercial Register. The key is to keep an eye on whether the transfer needs the consent of the general meeting, or that of the tax authority, and to watch out for the tax consequences. Below we explain the procedure step by step.

What is an ownership interest and what does its transfer mean?

An ownership interest expresses a shareholder's participation in the company and the rights and obligations that flow from it. Its size is usually determined by the ratio of the shareholder's contribution to the registered capital. Transferring the interest means a change in the person of the shareholder — their place is taken by the acquirer, to whom the rights and obligations attached to the interest pass. It can be transferred for consideration (by sale) or without consideration (by gift); the regime is similar in both cases, differing mainly in the tax consequences.

To whom can an ownership interest be transferred?

The law distinguishes two situations. A transfer to another shareholder is possible with the consent of the general meeting, unless the memorandum of association provides otherwise. A transfer to a third party who is not a shareholder is possible only where the memorandum of association permits it — and it may make it subject to further requirements, for example the consent of the general meeting (Section 115 of the Commercial Code). The first step is therefore always to look into the memorandum of association: it is precisely that document which determines whether, and on what conditions, the interest can be transferred.

What form must the transfer contract take?

The transfer is effected by a written contract on the transfer of the ownership interest. Since 17 August 2026, however, an officially certified signature no longer suffices — the contract must take the form of a notarial deed or a document authorised by an attorney. It is the same change of form that also affected the founding documents; we examine it more closely in the article How to set up an s.r.o.. The contract should clearly identify the parties and the interest being transferred, state whether it is a transfer for consideration or without it, and contain the acquirer's declaration that they accede to the memorandum of association and take over the rights and obligations attached to the interest.

When is the consent of the general meeting and the tax authority needed?

Besides the consent of the general meeting (where required by law or the memorandum of association), the tax condition must also be borne in mind. For a transfer of a majority ownership interest the law requires the consent of the tax authority — neither the transferor nor the acquirer may be listed in the register of tax debtors. The transfer is, moreover, not possible where another obstacle prevents it, for example ongoing enforcement against the ownership interest or proceedings to wind up the company. It pays to verify these facts before the contract is signed, so that the registration does not later fail.

How does registration in the Commercial Register work?

Towards the company the transfer is generally effective on the day the contract is delivered to the company. The change of shareholder is then registered in the Commercial Register: the petition for registration is filed electronically and must be authorised. The registration is carried out by the registry court or — after the reform effective from August 2026 — also by a notary acting as registrar. For an ordinary transfer the registration is generally of a declaratory nature; situations where the transfer creates or extinguishes a sole shareholder are assessed separately. Until the change is registered, the register still shows the original shareholder externally, so the registration should not be put off.

What are the tax implications of a transfer?

The sale of an ownership interest is generally a taxable event — income from the transfer may be subject to income tax, and the rules differ according to whether the interest is transferred by a natural or a legal person, as well as according to the length of holding and the conditions of any exemption. Because the specific rates and conditions change from time to time, check them for the current year before the transfer or seek advice; our corporate law team, together with accountants, will help you set up the tax side of the transfer. The gift of an interest is assessed under different considerations than a sale.

What to avoid in a transfer?

Most problems are caused by underestimated preparation. Common mistakes are: an overlooked condition in the memorandum of association, a missing consent of the general meeting or the tax authority, and an unresolved liability for an unpaid contribution — because the transferor remains liable by law for its payment even after the transfer. With several shareholders it pays to have matters agreed in advance in a shareholders' agreement; what to watch out for is discussed in the article on the most common mistakes in shareholders' agreements. If, on the contrary, you only want to exit the company, there are several options — we sum them up in the practical guide to a shareholder's exit from an s.r.o..

Summary and recommendation

Transferring an ownership interest is an ordinary step in the life of a company, but it has its rules. What decides are the memorandum of association (to whom and on what conditions a transfer is possible), the correct form of the contract (from August 2026 a notarial deed or authorisation by an attorney), the necessary consents (the general meeting, and for a majority interest the tax authority) and timely registration. Once you have these four things in hand, the transfer will run smoothly. For anything out of the ordinary — co-ownership of the interest, a foreign acquirer, a pledge — it is better to seek advice in advance.