How can a lawyer help you transfer your company's shares?

The transfer of shares is one of the most common legal operations in the life of a limited liability company. It may arise when a shareholder wishes to exit the company, when a new investor comes in, when control over the company is sold, or when the shareholders wish to reorganise the ownership structure.

At first glance, the procedure appears straightforward: an agreement is signed, the articles of association are updated and the documents are filed with the Trade Register. In practice, matters can be far more complex. A transfer may involve negotiations between shareholders, tax checks, hidden liabilities, guarantees, pre-emption rights, clauses in the articles of association, litigation and risks for the seller or the buyer.

This is why the assistance of a lawyer specialised in the transfer of shares is important before any documents are signed. The lawyer reviews the company's records, identifies the risks, drafts the assignment agreement, prepares the shareholders' resolutions, updates the articles of association and ensures that the operation is correctly registered.

At Buju, Stanciu & Associates, we advise on corporate operations, transfers of shares, shareholding restructurings, disputes between shareholders and transactions involving companies in modern sectors. Our experience covers corporate law, technology, fintech, blockchain and crypto.

What does the transfer of shares mean?

Shares represent the shareholder's participation in the company's share capital. They reflect the shareholder's rights and obligations: the right to dividends, the right to vote, the right to take part in the company's decisions and, within certain limits, liability towards the company.

The transfer may be total or partial. A shareholder may transfer all of their shares and exit the company entirely, or may transfer only part of them and remain a shareholder.

When is a transfer of shares used?

A transfer may be used in a number of situations. The most common are:

• A shareholder exiting the company
• A new investor coming in
• The sale of a company through the transfer of its shares
• Reorganising the shareholding structure
• Separating shareholders in conflict
• Transferring shares between family members
• Preparing a merger or acquisition
• Bringing in a strategic partner
• Transferring a holding in a start-up or tech project

In each case, the analysis must be tailored. A transfer between two existing shareholders is simpler than one to an external investor who wishes to review the company's position before paying the price.

Transfer between shareholders vs. transfer to a third party

The two scenarios carry different rules and risks:

In an SRL, the relationship between shareholders matters a great deal: a new shareholder can influence decisions, strategy, the distribution of dividends and the company's future. And when the relationship between shareholders breaks down, it is useful to know in good time what you can do if your rights as a shareholder are infringed.

The stages of a transfer of shares

1. Reviewing the articles of association. They may contain special rules on transfers, the required majorities, shareholders' rights or the conditions for admitting a new shareholder. If these rules are not observed, the transfer may give rise to disputes or may be rejected at registration.
2. Reviewing the company's legal and tax position. Debts, litigation, key contracts, tax obligations, employees, assets, loans, guarantees, licences and authorisations. For the buyer, this stage is essential - they are not merely buying shares, they are entering a company together with its obligations.
3. Negotiating the terms. What is being transferred, at what price and on what terms. The price may be paid in full, in instalments or conditional upon results; guarantees, indemnity clauses, non-compete obligations or conditions precedent may be included.
4. Drafting the assignment agreement. The parties' details, identification of the company, the number of shares transferred, their nominal value, the price, the method of payment, the representations, the warranties, liability and the transfer deadline. A poorly drafted agreement can quickly end up before the courts.
5. The shareholders' resolution. The transfer is approved by a shareholders' resolution (hotărâre AGA) or by a decision of the sole shareholder, setting out precisely who exits, who joins, how many shares are transferred and how the capital structure changes.
6. Updating the articles of association. With the details of the new shareholders and the new shareholding structure; if the director, registered office or business object also change, these must be correctly included.
7. Registration with the Trade Register. The documents are filed with the Trade Register (ONRC) for the registration of the entry. If the file is incomplete or contains inconsistencies, the application may be adjourned or rejected.

Documents required for the transfer of shares

The documents vary from case to case, but in practice the following are frequently required:

• The share transfer agreement
• The shareholders' resolution or the decision of the sole shareholder
• The updated articles of association
• The application for registration with the Trade Register
• The parties' identity documents
• Declarations from the new shareholder, where required
• Proof of payment of the applicable fees
• A lawyer's power of attorney, if the file is submitted through a lawyer
• Tax documents or other evidence required depending on the company's situation

If the transferee is a legal entity, its own corporate documents, internal resolutions, certificates of standing or documents concerning the legal representative may also be required.

Common risks in a share transfer

A transfer may look like a formality, yet it can conceal serious risks:

• Non-payment of the transfer price
• Hidden tax liabilities
• Undisclosed litigation
• Personal guarantees left with the exiting shareholder
• Disadvantageous commercial contracts
• Breach of pre-emption rights
• Lack of shareholder approval
• Articles of association not correctly updated
• Issues at the Trade Register
• Disputes between the former and the new shareholders
• Liability for false or incomplete statements

These risks can be reduced through a legal review carried out before signing.

The shareholder's liability after the transfer

A frequent question is whether a shareholder who transfers their shares remains liable after leaving the company. In principle, following the transfer, the shareholder no longer holds the rights and obligations attached to that capacity. Even so, there may be separate obligations that continue to affect them.

For example, if they have personally guaranteed a loan taken out by the company, the mere transfer of the shares does not extinguish the guarantee. If they have signed contracts in their own name or made false statements in the transfer agreement, they may be held liable afterwards. For this reason, the exiting shareholder should review not only the transfer itself, but all related obligations: guarantees, loans, contracts, directorship mandates and debts owed to the company or to the other shareholders.

Due diligence before buying shares

For the buyer, a share transfer should be treated as an investment. Before signing, legal and tax due diligence is advisable: a review of the company's documents, contracts, debts, litigation, tax obligations, employees and assets.

If the company holds significant assets - real estate, equipment, software, licences, trade marks or client portfolios - these must be reviewed separately. A prudent investor does not rely solely on the seller's representations: they request documents, verify the legal position and insist on contractual warranties.

Share transfers in start-ups, IT and crypto

In technology, fintech, blockchain and crypto, a share transfer can raise additional issues. Many companies hold not only conventional assets but also rights over source code, digital platforms, applications, databases, software licences, tokens, digital wallets or contracts with users and investors. In such cases, the review must also cover:

• Intellectual property rights
• Who owns the source code
• Contracts with developers
• Software licences
• The platform's terms and conditions
• The digital assets held by the company
• Regulatory risks
• Obligations towards investors
• Financial flows and the accounts used

At Buju, Stanciu & Associates, our experience in corporate law, technology, fintech and crypto allows us to assess these transactions not only formally, but also in practical terms. In a digital project, the value of the company may lie in assets that are difficult to grasp without both legal and technical expertise.

Share transfer versus merger or sale of assets

A share transfer is not the only way to transfer a business. In some cases, a sale of assets, a merger between companies, a capital increase or an internal reorganisation may be more suitable.

The distinction matters. Through a share transfer, the buyer acquires a holding in an existing company, together with its history, contracts, debts and risks. Through a sale of assets, only certain assets or contracts can be transferred. Through a merger, the companies' assets and liabilities are combined into a new or absorbing structure. The choice depends on the parties' objectives, the tax risks, the company's debts, the control structure and the cost of the transaction.

The role of a share transfer lawyer

A share transfer lawyer plays an essential role at every stage: reviewing the articles of association, analysing the risks, drafting the transfer agreement, preparing the shareholders' resolution, updating the articles of association and handling the registration with the Trade Register.

In complex transactions, the lawyer also takes part in negotiating the price, setting the guarantees, drafting the liability clauses and protecting the client against hidden debts. For the transferor, the aim is a clean exit from the company and limited subsequent liability. For the transferee, it is a matter of checking what is being bought and what risks come with it.

Why Buju, Stanciu & Associates?

We provide legal assistance for share transfers, mergers, acquisitions, shareholding restructurings, disputes between shareholders and commercial litigation. Our approach is practical and geared towards preventing problems before they arise.

We do not treat a share transfer as a mere filing of documents, but as a transaction capable of affecting the control, the assets and the future of a company. We work with companies in traditional sectors, as well as with businesses in IT, fintech, blockchain and crypto, where the analysis must also cover digital assets, intellectual property and regulatory risk.

The first step is a short discussion about your particular situation and about what you want to achieve from the transaction.

Conclusion

The transfer of shares is a significant operation, one that can change the control of a company and produce considerable legal, tax and commercial effects. Although it may look like an administrative formality, it in fact calls for careful analysis and properly drafted documents. A share transfer lawyer helps you avoid mistakes, understand the risks involved and protect your interests, whether you are selling or buying shares.

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