A share may be transferred without payment, but the agreement must be a notarial deed or authorised by a lawyer. If your son is not a shareholder, the memorandum of association must permit the transfer. Creditors are the main risk: within three years, they may challenge a gratuitous transfer to a close person and seek satisfaction from the share as if no transfer had occurred. Also consider voting rights to prevent deadlock, contractual declarations and the tax implications of a gratuitous acquisition.
Passing a company to children is a natural step, and a free transfer of the share may seem the simplest route. An agreement without a purchase price is not simpler than a sale, however; its risks arise in different places. Consider these four issues before going to a notary or lawyer.
Form and approvals: without them, the transfer will not be registered
A business share transfer agreement must take the form of a notarial deed or an agreement authorised by a lawyer.
— Section 115(4) of the Commercial Code, unofficial translation
This applies equally to gratuitous transfers within a family. If your son is not yet a shareholder, the memorandum of association must permit the transfer and may also require general meeting consent. Your son must declare accession to the memorandum in the agreement. The transfer is blocked if either father or son appears in the register of authorisations issued for enforcement, so checks on both parties belong at the start. We explain the full procedure, including effects against the company, in how to transfer a business share in an s.r.o..
Creditors can challenge the gift
If the transferor has debts or is heading towards them, a free transfer to a son is a textbook transaction prejudicing creditors. The Civil Code addresses this:
A legal act may be challenged if the debtor carried it out within the last three years intending to prejudice a creditor and that intention must have been known to the other party. A prejudicial act between the debtor and close persons […] or in their favour within the last three years may also be challenged, unless the other party could not, even exercising due care, have known of the debtor’s intention at the time.
— Section 42a(2) of the Civil Code, unofficial translation
For an act benefiting a close person, the creditor therefore need not prove the father’s intention. The only defence is for the son to prove due care, which is almost impossible for a gift within the family. A successful avoidance action makes the transfer ineffective against the creditor, who may seek satisfaction from the share as though it still belonged to the father. We explain the mechanism in challenging a transfer of assets through an avoidance action.
Half the company can invite deadlock
The common solution of “half for my son, half for me” splits the votes exactly equally. Everything works while the parties agree. At the first serious dispute, the general meeting becomes blocked and the company cannot make even ordinary decisions. Deadlock rules, such as a duty to negotiate, an arbitration mechanism or a right to buy out the other party, should be established when the transfer takes place, in the memorandum of association or a shareholders’ agreement.
Declarations and tax implications
A gratuitous agreement has no purchase price, but must still contain declarations: about payment of the capital contribution, for which the transferor statutorily guarantees the acquirer’s payment; the company’s condition; and any third-party rights over the share. Family transfers often omit these sections, making it difficult later to prove who knew what. A gratuitous acquisition can also have tax implications, from the acquirer’s treatment to acquisition value on a later sale. We discuss tax issues between close persons in transferring a share to a close person. The documents required for authorisation are listed in documents for agreement authorisation.
How we can help
We prepare and directly authorise the agreement as lawyers through our business share transfer and lawyer authorisation services. We regulate the father and son’s relationship after the transfer through shareholders’ agreements. Contact us before signing anything. Mistakes in family gifts are particularly difficult to put right.
This answer provides general information on the law as at 5 September 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.
