TRANSFER OF STAKE IN A COMPANY WITH LIMITED LIABILITY (L.L.C.) – LAW OFFICE BELGRADE KNEŽEVIĆ
Limited liability company can have one or more members. A member of a limited liability company can perform a transfer of stake on another member or to a third party.
In accordance with the Company Law, the transfer of stake is free, unless otherwise determined by law or the founding act.
FORM OF STAKE TRANSFER CONTRACT – LAW OFFICE FOR COMMERCIAL LAW IN BELGRADE
The stake is transferred by written contract concluded between the transferor and the acquirer as well as by other means prescribed by Law. It is important to emphasize that the signatures on the stake transfer contract are authenticated.
The acquirer acquires the stake on the day of registration of stake transfer in the Agency for Commerce Registers.
PREEMPTIVE STAKE RIGHT AND VIOLATION OF PREEMPTIVE STAKE RIGHT – LAW OFFICE BELGRADE
Members of a company have the preemptive stake right that is subject of transfer to a third party, unless that right is excluded by the founding act or by law. In other words, the transferor of stake is obliged to offer its stake to all other members in the company before the transfer of stake to a third party.
Obligation also exists on the side of the person being offered, so that it is obliged to inform the transferor in written form about the acceptance of the offer, within 30 days from the date of receipt of the offer, unless another deadline is forseen by the founding act, but not longer than 90 days from the date of receipt.
If two or more members of the company accept the offer and if between the transferor and those members an agreement is not made about the manner of distribution of the stake to be transferred, the distribution is made in such a way that any member that accepted the offer buys the portion of the stake proportional to the share of his stake in the sum of stakes of all other members of the company that accepted the offer.
In the event of violation of preemptive right, a member of the company that has the preemptive right, to whom the transferor has not submitted the offer in accordance with the law, or in a manner determined by the founding act, may file a lawsuit to the competent court and request: 1) the annulment of the contract or other stake transfer act; 2) commitment of the sued company member to transfer the stake to the prosecutor, or to replace the stake transfer contract between the prosecutor and the sued member of the company by a verdict. A lawsuit in case of violation of preemptive stake right may be filed within 30 days from the day of becoming aware of conclusion of the stake transfer contract, but at the latest by the expiration of the sixth month from the date of registration of stake transfer in the Agency for Commerce Registers.
If none of the company members that have the preemptive right, use that right, the transferor of the stake can, within 90 days from the day of the expiration of the deadline for accepting the offer, conclude a stake transfer contract with a third party, under conditions that can not be more favorable than the terms of the offer that was delivered to other company members, unless otherwise determined by the founding act.
PROCEDURE IN SITUATION WHERE THERE ARE SEVERAL OFFER ACCEPTORS AND WHEN NO MEMBERS ACCEPT THE OFFER – LAW OFFICE FOR COMMERCIAL LAW IN BELGRADE
If there are several company members that have accepted the offer, some of which subsequently refuse or omit, for reasons beyond the responsibility of the transferor, to enter into the conclusion and the verification of the stake transfer, within the time limit specified in the offer, the transferor concludes a stake transfer contract with the company members that have entered the conclusion and verification, unless otherwise determined by the founding act.
If none of the members that accepted the offer enters the conclusion and the verification of the stake transfer contract within the deadline specified in the offer, for reasons beyond the responsibility of the transferor, the stake transferor may transfer his stake to a third party under conditions that can not be more favorable for that person than conditions in the offer, unless otherwise determined by the founding act.
STAKE TRANSFER WITH COMPANY CONSENT AND THE COMPANY RIGHT TO DETERMINE THE BUYER OF THE STAKE – LAW OFFICE BELGRADE
The founding act may provide that the company stake can be transferred to a person who is not a member of the company only with the prior consent of the company, in which case the decision is made by the assembly, usually with majority of votes of all company members, unless the founding act specifies a different majority.
If within 30 days from the date of receipt of the request for consent approval, the company does not notify the stake transferor about the denial of the consent, the stake transferor is authorized to transfer the stake in accordance with the conditions from that request.
The company is authorized, instead of giving consent, to appoint a third party to which the stake transferor may transfer his stake under the same conditions, in which case the stake transferor may transfer its stake exclusively to that third party under these conditions.
If a third party, designated by the company, concludes and verifies the stake transfer contract, the company is liable for payment of the purchase price to the stake transferor together with that person.
STAKE TRANSFER THROUGH INHERITANCE
In the event of death of a company member, heirs of that member acquire his stake in accordance with the law governing inheritance.
CONDITIONS AND CONSEQUENCES OF STAKE TRANSFER
The stake transferor and stake acquirer have unlimited joint liability for all obligations of the stake transferor to the company on the day of registration of the stake transfer, unless all partners reach a different agreement.
Legal actions taken against or by the stake transferor prior to registration of stake transfer in respect to that stake or relationship in the company are considered as actions taken towards, or by the stake transferor, unless it is incompatible with the nature of the taken legal action.
Law office Knežević from Belgrade, which deals with commercial law, also represents clients in the procedures of stake transferring and registration of such transfer to the Agency for Commerce Registers, so in case you need to hire us, please contact us.