Transfer of a share in an OÜ and the notary's role

What is this contract?

Transferring a share in a private limited company means transferring ownership of a share in the company — it is a change of the company's owner, not a sale of assets. The form requirement here is unusual: the law generally requires notarial authentication but allows a private limited company to waive it in its articles of association on specific conditions. This means the same transaction may be valid in simple written form in one company and void in another, and the articles of association decide. Check them before you sign anything.

What has to be agreed

• Clear identification of the transferor and the acquirer
• Company details and the size of the share being transferred
• Purchase price and payment terms
• The other shareholders' right of pre-emption, or its absence
• Confirmations and liability relating to the transfer of the share

How it works at the notary

1. First check the company's articles of association — they say whether the notarial form is mandatory.
2. Book an appointment with a notary and bring the articles of association and an identity document.
3. The notary checks the list of shareholders and the pre-emption rights, and drafts and authenticates the contract.
4. The change is reflected in the list of shareholders and in the Commercial Register.

Frequently asked questions