A business share is transferred by written transfer agreement. From 17 August 2026, the agreement must be a notarial deed or authorised by a lawyer; officially certified signatures were sufficient before then. Transfer to another shareholder normally requires general meeting consent. Transfer to someone outside the company is possible only if the memorandum of association permits it. Enforcement against either transferor or acquirer blocks the transfer. It takes effect against the company when the agreement is delivered to it.
What must the memorandum of association allow?
Section 115 of the Commercial Code sets the transfer rules, but the memorandum of association is crucial. The statutory default allows transfer to another shareholder with general meeting consent, unless the memorandum provides otherwise. Transfer to a third party is possible only if the memorandum expressly permits it, potentially with an additional requirement for general meeting consent. Every transfer therefore begins with a review of the memorandum. If third-party transfers are not permitted, it must be amended first.
What must the transfer agreement contain?
A business share transfer agreement must be in writing. From 17 August 2026, stricter formal requirements apply: under Section 115(4) of the Commercial Code, as amended by Act No. 29/2026 Coll., it must be a notarial deed or an agreement authorised by a lawyer. An officially certified signature, sufficient until 16 August 2026, no longer suffices. We provide authorisation directly as part of the transfer through our lawyer authorisation of agreements service. An acquirer who is not already a shareholder must declare in the agreement that they accede to the memorandum of association and, where applicable, the articles. The transferor is statutorily liable as guarantor for the acquirer’s payment of the capital contribution. The agreement also addresses price, declarations about the company’s condition and other commercial terms. In a whole-company sale, it often forms part of wider transaction documentation prepared through our company sale and acquisition service.
When is a transfer blocked?
The law prohibits a transfer where dissolution proceedings are pending against the company, the company has been dissolved by a court, or bankruptcy or restructuring effects apply to it. A shareholder listed as a debtor in the enforcement register cannot transfer a share, and a person listed in that register cannot acquire one either (Section 115(3) and (6)). Checking both parties before signing is therefore a mandatory part of preparation. It avoids refused registration and disputes over validity.
Effectiveness and registration
The transfer takes effect against the company when the agreement is delivered to it, but no earlier than general meeting consent where required (Section 115(5)). We normally arrange consent through a decision at a general meeting prepared alongside the agreement. The shareholder change is then entered through our Commercial Register changes service.
We can handle the entire process, from checks through the agreement to registration, under our business share transfer service.
This answer provides general information on the law as at 22 July 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
