Limited Company Share Transfer: Notarial Form, General Assembly Approval and Registration

Under TTK art.595(1), the transfer agreement must be made in writing and the parties' signatures must be certified by a notary. Notarial certification is an element of the form required for validity. The agreement must clearly state the share's nominal value, the transfer price, any additional payment or ancillary performance obligations, any non-compete clause and any pre-emption rights.

Non-compliance with the form renders the transfer absolutely void. Transfers made by ordinary written instrument or by hand-signed note produce no effect — not even between the parties — and cannot, as a rule, be enforced against either party.

Unless the articles of association provide otherwise, the validity of the share transfer requires the approval of the general assembly of shareholders (TTK art.595(2)). Where the general assembly does not respond, whether positively or negatively, within three months of the application, the approval is deemed to have been given (TTK art.595(7)).

The articles may prohibit voluntary transfer, subject to the right to withdraw for just cause. Inheritance, matrimonial-property and enforcement transfers pass rights and obligations without assembly approval. To refuse the acquirer within three months of learning of the acquisition, the company must offer to acquire the shares at their true value for itself, a shareholder or a designated third party (TTK m.596).

After the notarial agreement and the general assembly approval, the transferee must be entered in the share ledger. The share ledger is regulated by TTK art.594 and is important for tracking shareholding information in the company's records.

Managers apply to register the transfer. The general fifteen-day period under TTK m.30 and any special circumstances must be observed; if no application is made within thirty days, the outgoing shareholder may seek removal of their name (m.598). Registry and share-ledger entries are generally not constitutive of the transfer. Protection of a person relying in good faith on the registry is distinct from validity between the parties and in relation to the company.

In corporate-law matters, resolutions, meeting notices, agendas, attendance lists, signature circulars, trade-registry application documents and the articles of association must be reviewed as a whole. In corporate transactions, most disputes arise not from the substance of the resolution but from defects in notice, quorum, representation and registration.

Transactions such as share transfers, amendments to the articles of association, mergers, demergers and liquidations are not completed by internal resolutions alone; notary, trade-registry, tax and accounting dimensions are also part of the process. The legal steps and financial obligations should therefore be planned together when drawing up the transaction timetable.

From the perspective of shareholders or directors, dissenting opinions, information rights, requests for special audit and records of release and liability may carry decisive evidentiary weight in any subsequent action. Minutes of meetings should therefore be prepared in clear and auditable form.