Corporate & commercial law
Transferring shares: complete the corporate steps
Sources checked:
Agreeing a price is only one part of changing ownership in a private Cyprus company.
The procedure
Review the company’s articles and any shareholders’ agreement before committing to a transfer. Identify restrictions, required approvals and any rights of existing shareholders to buy first. Under Cap. 113, an ordinary share transfer requires a proper transfer instrument to be delivered to the company. Arrange registration in the register of members, the appropriate share certificates and any consequential filings.
What deserves attention
A share purchase agreement and the company’s registration of the transfer serve different purposes. Coordinate payment, document delivery and registration at completion. Check whether the shares are pledged, whether the seller can transfer them and whether any consents are needed. The buyer should also investigate the company’s liabilities and contractual commitments.
Prepare for your consultation
Bring the articles, shareholders’ agreement, register of members, share certificates and proposed commercial terms. Agree responsibility for approvals, notifications and any beneficial-ownership updates. Record the completion steps clearly so that neither party relies on an informal assurance that the change has been made.
General information based on the sources checked on the date shown, not advice on a particular matter. Requirements depend on the facts and may change. Practical preparation suggestions are not an exhaustive statement of legal obligations. Legal disclaimer.
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