This article deals with the law of the Slovak Republic and its application by Slovak courts and authorities.
The transfer of a share in a limited liability company is a common situation that arises when selling a business, bringing in a new partner, or settling relationships between partners. Although it may seem simple, the whole process has its rules and formal requirements, and failure to follow them can lead to the transfer being invalid or to unnecessary complications when registering the changes.
The basis of the transfer is a written share transfer agreement in which the seller and buyer agree on the terms. The signatures on the agreement usually need to be officially certified. It is also necessary to check what the company's articles of association say about the transfer – in some cases the consent of the general meeting or the other partners is required, while in others the transfer is limited only to existing partners.
After concluding the agreement, the change is registered in the commercial register. The new partner becomes the owner of the share only after the statutory conditions are met and the change is recorded. It is important not to forget any related changes – for example, adjusting the managing directors, amending the articles of association, or notification obligations towards the relevant authorities.
The tax implications depend on whether the seller is a natural or legal person, how long they owned the share, and at what price it was acquired and is being sold. The sale may give rise to an obligation to tax the income from the transfer, taking into account the provable costs associated with acquiring the share. In some situations a statutory exemption can be used, so it is worth assessing the tax impact before signing the agreement.
We also recommend paying attention to whether the company has any outstanding liabilities, ongoing disputes, or tax arrears. A thorough review before the transfer protects the buyer in particular from taking on hidden risks and saves time and money in the future.
If you are considering transferring a share or want to be sure everything is prepared correctly, we are happy to help. At Kohút & Partners in Zvolen we will prepare the documentation and a tax assessment for an agreed fixed price and answer your question within 24 hours.