Transfer of a Share in a Limited Liability Company
One route out of a business is the disposal of a share. Under the norms of the Entrepreneurship Code on the transfer of a share, a partner may transfer (dispose of or legally encumber) his or her share only with the consent of the limited liability company and the partners. A decision that restricts, prohibits or makes the transfer of a share dependent on consent is adopted only with the consent of all the partners to whom the restriction or prohibition relates. The agreement on the transfer of a share must be concluded in writing, and the company must be notified of it immediately upon conclusion. The transfer enters into force upon registration of the share in the name of the new partner by the registering organ, and the norms on a good faith acquirer apply in this case. For obligations connected with the disposed share that remain unperformed at the moment of disposal, the disposing partner and the acquiring partner answer jointly to the company, unless the charter provides otherwise. This makes the consent architecture the first element of any exit plan: without the required consents and registration the transaction simply does not produce its effect.