Guide
Sale of shares in a d.o.o.
We prepare the notarised share-transfer agreement, register the new member with APR, and handle the capital gains tax return for you.
The sale of shares in a d.o.o. is the transfer of ownership over part or all of a member's stake to a buyer, which changes the company's ownership structure. The process is carried out through a share-transfer agreement that must be notarised before a public notary, after which the change is registered with the Business Registers Agency (APR). Entry in the register has constitutive effect, which means the buyer acquires member status only upon registration, not by the notarisation of the agreement alone. A seller who realises a difference between the sale price and the acquisition price owes capital gains tax. It is important to account for the other members' pre-emption right and any required company consent, because failures in these steps can make the transfer disputable or void.
What you should know
- The transfer is made through a written share-transfer agreement, and the signatures of the seller and buyer must be notarised before a public notary; without notarisation the transfer has no legal effect.
- The other members of the company generally have a pre-emption right when a stake is sold to a third party, so the stake must first be offered to them on the same terms; the deadline for their response is generally 30 days from receipt of the offer, unless the constitutive act provides otherwise or that right is excluded.
- The change of member is registered with the Business Registers Agency (APR) without delay after notarisation; because the entry has constitutive effect, the buyer acquires member status toward the company and third parties only upon registration, so the application is filed as soon as possible.
- A seller who is an individual pays capital gains tax at a rate of 15 percent on the difference between the sale price and the acquisition (documented) price of the stake; the tax return is filed with the Tax Administration within the statutory deadline from the transfer, and the tax itself is paid after receipt of the Tax Administration's assessment.
- If the constitutive act requires consent of the company or the other members for a transfer to a third party, that consent must be obtained before notarisation, otherwise the transfer can be challenged.
- The capital gain may be exempt or reduced in special cases, for example with long uninterrupted holding of the stake or with a contribution of rights into the company's capital under the tax rules, so the tax liability is always calculated for the specific case.
How we handle it
- 01 Reviewing the constitutive act We review the constitutive act and the company's ownership structure and determine whether the other members have a pre-emption right and whether company consent is required for the transfer.
- 02 Offer and pre-emption right We prepare a written offer to the other members on the same terms and track the statutory deadline for their response, so the transfer to a third party is legally valid.
- 03 Drafting and notarising the agreement We draft the share-transfer agreement with all essential elements and arrange notarisation of the signatures before a public notary.
- 04 Registration with APR We file the registration application with the Business Registers Agency without delay and follow the procedure through to the entry of the new member in the register, since the entry has constitutive effect.
- 05 Capital gains tax return We calculate the capital gain as the difference between the sale and acquisition price and file the seller's tax return with the Tax Administration within the statutory deadline, with the tax paid upon receipt of the assessment.
- 06 Aligning the records We update the business books, ownership records and the company's internal documents and provide you with proof of the completed transfer.
Company formation
We register your company with APR and handle all tax and banking obligations.
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