Declaration that no due obligations remain unpaid on the transfer of a company interest

Under the amended wording of Article 129 of the Commerce Act governing transfers of interests in a limited liability company, an interest may be transferred freely from one member to another. Transfer to a third party is subject to the requirements for admitting a new member and to there being no outstanding wages, compensation or compulsory social insurance contributions due in respect of employees. This includes employees whose employment ended in the three years preceding the transfer. Under Article 129(2) (amended, State Gazette No. 105 of 2016; supplemented, No. 15 of 2018, effective 16 February 2018), the transfer requires an agreement whose signatures and contents are notarised at the same time. The transfer is entered in the Commercial Register after the company’s manager and the transferor submit declarations in the prescribed form that no obligations under paragraph 1 are due and unpaid. Article 16(2), (3) and (4) of the Commerce Act applies accordingly. Under the latter provision, registration follows submission by the transferor of a declaration in the prescribed form that no obligations under Article 15(4) are due and unpaid. The Registry Agency immediately notifies the General Labour Inspectorate Executive Agency of the declaration. The executive directors of the two agencies jointly determine the notification procedure.

In view of the amended wording and the formal proof required for facts subject to registration under Article 129, a registration officer who finds a discrepancy must give the applicant directions under Article 22(5) of the Commercial Register and Register of Non-Profit Legal Entities Act.

If you have questions about commercial law or the sale of an interest in a company, it is advisable to consult a lawyer experienced in this field.