I Bought Shares in a Limited Liability Company; What Can I Do If the Transfer Is Not Recorded?

Share Transfers and Shareholding Structure

Prepared by: Constantinople

Signing a share transfer agreement before a notary does not mean that every shareholding procedure is complete in every case. In a limited liability company, the agreement's form, restrictions in the articles of association and required general meeting approval are examined together. Failure to apply to the registry is different from the transfer never having been valid; the missing stage must first be identified.

Prepare the complete transfer agreement, payment receipts, articles of association, general meeting resolution and current registry records. Share ledger documents and correspondence with managers are also important. If the seller is attempting to transfer the same shares to someone else, retain specific supporting evidence separately. A payment reference alone does not resolve every issue concerning the nature of the shares and transfer conditions.

The claim may concern completion of registry procedures, assessment of shareholder status or approval, or recovery of the price paid. Treating these as interchangeable may lead to an application against the wrong person or on the wrong legal basis. Whether mandatory pre-action mediation is required for monetary claims concerning the transfer price is also examined according to the nature of the claim.

Prepare the transfer agreement, general meeting resolution and current registry record together. Identify separately which of the agreement, approval and recording stages is missing.

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