You may be wondering…

• Can a business share be gifted between a parent and child?

• Do other shareholders have to approve the transfer?

• What about notarized signatures and registration in the Commercial Register?

• Can the gift of a business share be challenged later?

Clients ask me

• Is a simple written agreement enough for gifting a share?

• What if the company’s articles of association restrict transferability?

• What tax obligations are connected with gifting a business share?

• Can a business share be gifted to a minor?

How the gifting of a business share works in practice

1. Written agreement – The law requires a written gift agreement with officially verified signatures of both parties.

2. Articles of association – These may impose restrictions on transferability (for example, requiring approval of the general meeting). Always check them first.

3. Notification to the company – The donee must be entered in the list of shareholders, and the change must be reported to the Commercial Register.

4. Tax implications – Gifts between close relatives are usually tax-exempt, but they may affect future taxation of income from the share.

Common mistakes

• Missing company approval – if the articles of association limit transfers.

• No verified signatures – an agreement without officially verified signatures is invalid.

• Failure to register – without entry in the Commercial Register, the change is not effective towards third parties.

• Gifting to a minor without court approval – a frequently overlooked obligation.

Case study

Mr. Novak wanted to gift his business share to his daughter. They drafted a simple agreement and signed it at home. However, the company’s articles of association required the general meeting’s approval. When they filed the change with the Commercial Register, their application was rejected. The result was a six-month delay and extra legal costs.

Why you shouldn’t gift a business share without a lawyer

Gifting a business share affects not only the relationship between the donor and the donee but also the operation of the entire company. A single mistake may prevent the donee from becoming a shareholder. A lawyer will review the articles of association, prepare a legally sound gift agreement, and ensure proper filing with the Commercial Register.

Lawyer’s checklist

• Review the articles of association.

• Prepare a written agreement with verified signatures.

• Obtain approval of the general meeting if required.

• File the change with the Commercial Register.

• Check the tax implications of the gift.

FAQ

Can I gift a share to anyone?
Yes, but the articles of association may restrict this (e.g., giving other shareholders pre-emptive rights).

Is a notary required?
No, only a written agreement with officially verified signatures. The articles of association may, in rare cases, require a stricter form.

How long does registration take?
Usually a few weeks, depending on the court’s workload.