If the share capital of a private limited company is at least 10,000 euros and fully paid in, the articles of association may waive the formal requirement for a notarial transaction and provide that the transfer of a share shall be performed at least in a form that can be reproduced in writing. All shareholders of a private limited company must agree to the decision to approve or amend the articles of association in such a way that the formal requirement is waived or restored.

Amendment of the Articles of Association

In order to make a corresponding amendment to the articles of association, the share capital of a private limited company must be at least 10,000 euros and fully paid in. Such an amendment to the articles of association of an existing private limited company requires the consent of all shareholders. Therefore, the change cannot be made by a majority decision, but must be the choice of all shareholders.

Note on the registry card

A notation shall be entered on the registry card of the private limited company that the private limited company has waived the formal requirement for a disposal and pledge disposal transaction. The indication helps to better safeguard the interests of the parties to the transaction, as it may be part of the information that is important to the acquirer before the transaction is made and influence his decision.

Responsibility of the Management Board

On the other hand, it also increases the responsibility of the shareholders themselves and the management board. The Management Board will have a general obligation to notify the Commercial Register immediately of any changes in the shareholders’ data. If upon notarising a share transfer transaction, changes in the shareholders’ data reach the commercial register primarily through a notary, then private limited companies which have waived the formal requirement for a disposal transaction have this obligation on the management board. In addition, the shareholders are obliged to immediately notify the management board of any changes in the shareholders’ data.

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Sources:
Commercial Code
Ministry of Justice