Corporation (Sociedad Anónima or SA)

No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

Single-Shareholder Corporation (Sociedad por Acciones Unipersonal or SAU)

No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

No restrictions, unless otherwise provided in bylaws. Transfers are reported to the company and recorded in the Stock Ledger Book.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

No restrictions, unless otherwise provided in bylaws. Transfers shall be reported and registered with the Public Registry of Commerce.

Branch

Not applicable – this is subject to the requirements of the foreign company's place of incorporation.

Proprietary company

A signed share transfer form is required to transfer shares (note: duty may apply in certain circumstances).

The constitutions of some proprietary companies contain pre-emptive rights which require that a transferor of shares offers those shares to other shareholders before those shares may be offered to third parties. Frequently, those constitutions will also give the directors the right to refuse to register a share transfer, without them necessarily being required to give a reason for a refusal to register (although it is common for this power to contain an exception which prevents the directors from refusing to register a transfer of a share which occurs in connection with the enforcement of a security interest over a share).

Public company

Pre-emptive rights provisions are far less common in public company constitutions and cannot be contained in the constitution of an ASX-listed company.

Shareholders' agreements may also provide restrictions on the transfer of shares, with such restrictions typically expressed to take precedence over restrictions found in the company's constitution.

Stock corporation (AG)

Shares can generally be transferred between shareholders via a written agreement. Vis-á-vis the stock corporation, only those are deemed to be shareholders who are registered in the share register. In case of a listed company, shares are usually made out as bearer shares, so no share register is required.

Limited liability company (GmbH)

Shares can generally be transferred between shareholders via a written agreement, where such agreement must be made in the form of a notarial deed.

With Limited Liability (WLL)

Share transfer documents are required and must be approved by the MOIC and CBB (if applicable).

Closed Shareholding Company (BSC(c))

Share transfer documents are required and must be approved by the MOIC and CBB (if applicable).

Foreign Branch (Branch)

Not applicable.

Public limited company (société anonyme/naamloze vennootschap)

Shares are freely transferable unless otherwise provided for in the articles of association, the issuance conditions of the titles or agreements.

Limited company (société à responsabilité limitée/besloten vennootschap)

Unless otherwise provided for in the articles of association, transferability is restricted as shares may be transferred to another shareholder or a direct ascendant or descendant of the shareholder.

Any transfer of shares to another person or company than the above mentioned must be approved by at least half of the shareholders representing at least 3/4 of the capital, not including the shares the transfer of which is being proposed.

The articles of association can foresee that the shares are freely transferable.

Belgian branch office of a foreign company

Not applicable as a Belgian branch office has no issued shares.

Limited liability company (Sociedade Limitada)

All transfers of quotas must be done by means of an amendment to the articles of organization. A quotaholder may freely transfer the respective quotas if there is no opposition of quotaholders holding more than 1/4 of the company's capital. However, the quotaholders usually set forth limitations to the transfer of quotas in the articles of organization (such as right of first refusal) or in the quotaholders' agreement, if any.

Corporation (Sociedade Anônima)

As a general rule, shareholders may freely transfer their shares to other shareholders or third parties by means of an entry in the share transfer book. It is common to establish limitations to this right in the bylaws or in shareholders' agreements, if any.

Corporate subsidiary (Corporation form rather than flow-through form)

Shares can generally be transferred between shareholders via a written agreement, with directors' consent typically needed for private companies. If there is a unanimous shareholder agreement in place for a private company, typically it places restrictions on the transferability of shares of that private company and may include other provisions such as "piggyback" rights, rights of first refusal and other similar steps that must be taken before a transfer of shares can take place.

Except in connection with certain industries and/or as required by antitrust law, there are no regulatory restrictions to transferability of shares. Restrictions may also be included in the company's bylaws (except in public corporations) and/or in shareholders' agreements.

In an SRL, the sale or assignment of equity rights and incorporation of a new partner requires unanimous approval from other partners.

For foreign-invested LLCs, any transfer of shares is subject to the registration with the AMR and information reporting to the MOFCOM. Proposed transfer of shares by a shareholder to a third party should be subject to the consent of more than half of other shareholders and such other shareholders have the right of first refusal.

General partnership (Sociedad Colectiva)

Participation can generally not be transferred between partners or third parties without the consent of every partner of the company. When such authorization is obtained, participation can be transferred.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

To transfer the participation of a managing partners, the partners of the company must unanimously agree and amend the company's bylaws. On the other hand, to transfer the participation of a limited partner, the rest of limited partners must unanimously agree and amend the company's bylaws. In the case of shares of a share limited partner, these can be assigned or transferred without a bylaws amendment.

Limited liability company (Sociedad de Responsabilidad Limitada)

The assignment or transfer of a partner's participation must be carried out through a bylaws amendment, following procedures regarding pre-emptive rights.

Corporation (Sociedad Anónima)

Shares are subject to pre-emptive rights in a corporation.

Simplified Stock company (Sociedad por Acciones Simplificada)

Shares are subject to pre-emptive rights in a simplified stock company.

Limited liability company

Shares are generally transferable. However, articles of association can restrict the transfer (ie, by implementing approval requirements).

Joint stock company

Shares can generally be transferred between shareholders via written agreement and endorsement of registered shares. Articles of association may limit (but not exclude) transferability; approval requirements may be implemented.

Limited liability company (Kapitalselskab)

In general, no restriction by law, but transferability may be restricted by specific legislation.

Further, it is fairly common that the shareholders' agreement and/or the company's articles of association contain provisions regulating the transferability of shares.

While a shareholders' agreement does not bind the company – and therefore has no effect on the validity of the decisions made by the general meeting – the agreement is still valid among the shareholders, and a violation of the shareholders' agreement will often result in the party in breach incurring liability.

JSC

Shares may generally be transferred between shareholders or third parties, provided that the transfer of the

in-kind shares is not made by founding shareholders within the first 2 financial years of the company and before the publication of the relevant financial statements and other related documents. By way of exception, subscribed shares may be assigned or transferred between the shareholders or to a board member if such subscribed shares are to be presented as a guarantee for their company's management, or from 1 of the board member's heirs to other shareholders except when there is restriction on the transferability in the AoA (eg, the pre-emption right). For the transfer of shares to be complete in accordance with Egyptian law, the Egyptian Stock Exchange (EGX) and MCDR must be notified.

LLC

Quotas may generally be transferred between quotaholders or third parties without the other quotaholders having the right of redemption of such transferred quotas unless provided otherwise under the company's AoI. The company's AoI may provide that such transfer should be made by virtue of a written agreement which should be notarized at the notary public office.

Unless otherwise agreed in the AoI, there is a preemptive right for existing quotaholders to buy quotas offered for sale.

The quotaholder wishing to sell or transfer quotas is obliged to first notify the manager(s) of the company of the desire and the terms of the quota transfer or sale agreement, and then notify the other quotaholders who can then either exercise their right to substitute the buyer or waive such right.

OPC

A founder can transfer or sell equity to any person (ie, natural or juridical person) via a written agreement. If a founder transfers or sells the equity to more than 1 person, then a company must be registered as an LLC or JSC as applicable within 90 days from the date of transfer or sale. In any case, the transfer of equity will not be valid unless registered in the company's commercial register.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Osakeyhtiö (Oy)

The general rule under Finnish law is that shares may be freely transferred and acquired. Transferability may be restricted by provisions in the articles of association regarding only the pre-emption clause and consent clause. Transferability may be restricted by provisions in a shareholders' agreement.

Société par actions simplifiée (SAS)

Shares are freely transferable, unless otherwise provided in the bylaws.

Société à responsabilité limitée (SARL)

The transfer of shares to a third party is subject to the prior approval of the majority of the shareholders representing at least half of the shares comprising the share capital, unless a stronger majority provided for the bylaws. The transfer of shares must be notified to the SARL to be enforceable against the SARL and third parties.

Société anonyme (SA)

Shares are freely transferable, unless otherwise provided in the bylaws.

GmbH – limited liability company

Shares are generally transferable. However, the articles of association can restrict the transfer (i.e. by implementing approval requirements).

Societe anonyme (S.A.)

Shares may be freely transferred unless the articles of association provide for the issuance of restricted stocks and/or stock options granted to certain shareholders.

Limited liability company (L.T.D.)

Corporate parts may be freely transferred unless otherwise stipulated in the articles of association or in the law.

Private company (P.C.)

Corporate parts may be freely transferred unless otherwise stipulated in the articles of association or in the law.

Limited private companies

Shares can generally be transferred, but a company may refuse to register the transfer. Note also that the transfer documents must be duly stamped or adjudicated before the transfer can be registered by the company.

Private company limited by shares (Zrt.)

Articles of association may stipulate that transfer of shares is subject to a right of first refusal (in favor of one or more shareholders) or approval of the shareholders' meeting (e.g. to prevent transfer to a competitor). Such restrictions are effective vis-à-vis third parties only if they are included on the share certificate or (in case of dematerialized shares) on the document deposited with the central depository during the creation of shares.

Limited liability company (Kft.)

Business quota may be transferred freely amongst quotaholders. However, the articles of association may stipulate a right of first refusal in favor of the other quotaholders.

Business quota can only be transferred to a third party if in the business quota is fully paid up. Other quotaholders of Kft., the Kft. itself or a person designated by the quotaholders' meeting – in this order – has a right of first refusal.

The right of first refusal may be exercised pro rata by the quotaholders.

The articles of association may also stipulate that approval of the quotaholders' meeting is required for the transfer of a business quota to a third party (e.g., to prevent transfer to a competitor).

Foreign investment control regulations

The minister of home affairs must be notified of certain transactions and he has the right to block them if the transaction is deemed against the national security interests of Hungary. A transaction is subject to such notification if, among other things, (i) the investor is incorporated in, or resident of, a country that is not part of the EU, the EEA or Switzerland, (ii) a key industry sector (eg, national defense, financial services or energy) is involved or (iii) the transaction pertains to, among others, the acquisition of more than 25 percent of the shares in a Hungarian entity.

Under recent COVID-19 legislation, the minister responsible for the domestic economy must be notified of certain transactions and he has the right to block them if he deems them to be against the national interests of Hungary. The scope of this legislation is much wider than the previous (and still existing, parallel notification regime concerning only “foreign investors” (i.e., investors whose beneficial owner is a resident of a country that is not part of the EU, EEA or Switzerland.) Accordingly, the newly introduced notification regime is applicable if, among other things, (i) the investor is incorporated in, or resident of, a country that is not part of the EU, the EEA or Switzerland (ii) the target company conducts its business in a key industry sector (e.g., pharma, leisure or energy), (iii) the transaction pertains to, among others, the acquisition of at least 10 percent of the shares in a Hungarian company if the aggregate value of the transaction reaches HUF 350 million (USD941,000). The investment screening regime also applies to investors incorporated in the EU, EEA or Switzerland if they acquire a controlling shareholding in the Hungarian target company operating in the relevant sector provided aggregate value of the transaction reaches HUF 350 million (USD941,000).

Under a recent legislation adopted by the government of Hungary with reference to the war in Ukraine, some of the rules of the above COVID-19 FDI legislation has been temporarily amended (e.g. the 10 percent threshold regarding the shares has been reduced to 5 percent and the financial sector has been added as key industry sector).

Private limited company

In general, shares of a private limited company are not freely transferable. Shares can be transferred via private sales, with the approval of the board and subject to conditions of the charter documents. A public offer to sell shares or invite fresh capital subscriptions cannot be made (ie, shares cannot be offered to the public). Shares can generally be transferred between existing shareholders.

Limited liability company

Shares are generally transferable, subject to certain requirements and procedures under the Indonesian Company Law, the articles of association of the company, the investment positive list and contractual arrangements with a third party, if any. A share transfer requires a notarized deed and publication in a newspaper if it causes a change of control in the company; it must be approved by the general meeting of shareholders under a resolution (that must be restated in a notarial deed), it may need to be approved by certain government institutions, and it must be recorded in the company’s shareholders register and reported to the MOLHR.

The company's articles of association usually stipulate other requirements for transferring rights over shares, such as to first offer them to a certain classification of shareholders or the other shareholders, to obtain prior approval from a company organ and or to obtain prior approval from the relevant authorities as required under the prevailing laws and regulations.

Private company limited by shares (LTD)

Shares are generally freely transferrable subject to restrictions, such as pre-emption rights, that may be contained in a company's constitution.

External company

Determined by the laws of the jurisdiction of incorporation.

Company

Shares can be transferred to shareholders or other third parties, but are generally subject to the board of directors’ consent and registration of the transfer in the company’s shareholder register. The articles of association may apply various restrictions on transfer such a “right of first refusal” or “co-sale right.”

Branch / representative office

Not applicable.

Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)

Can be provided for in the bylaws within certain limitations.

Registered branch

Depends on the governing law of the foreign company.

Kabushiki-Kaisha (KK)

A KK can issue shares that cannot be transferred without the approval of the KK, if so prescribed in the Articles of Incorporation.

Godo-Kaisha (GK)

A member cannot transfer their equity without the consent of all members.

Private limited liability company (Société à responsabilité limitée or S.à r.l.)

A transfer or issuance of shares to a non-shareholder must be approved by the shareholders representing at least 3/4 of the share capital given at a shareholders’ meeting. The articles of incorporation/association may lower this threshold up to the favorable votes of the shareholders representing at least half of the share capital.

Further to the reform, in the absence of consent from the shareholders, the shares can be acquired, with the transferring shareholder's consent, by (i) the other shareholders, (ii) a third party approved by them or (iii) the company itself, within a period of 3 months, which may be extended to 6 months under certain conditions. The applicable conditions to determine the transfer price of the shares should be set out in the articles of incorporation/association, failing which if the parties cannot reach an agreement, the price will be determined by the competent Luxembourg court.

If the shares are not acquired in accordance with the aforementioned provisions, the shareholder may proceed with the initially proposed transfer. This represents a significant change to the previous rules under which shareholders of a S.à r.l. that wished to transfer their shares were unable to do so if they failed to obtain the requisite consent. It is however, still possible to provide for transfer restrictions in eg, a shareholders' agreement.

Public limited liability company (Société anonyme or S.A.)

The shares issued by an S.A. are freely transferable. The articles of incorporation/association of the company, or a shareholders’ agreement, may provide for certain restrictions, within the limits of the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time.

Special limited partnership (Société en commandite spéciale or SCSp)

The limited partnership agreement should provide for the conditions at which the limited partnership interests or units issued by an SCSp may be transferred, dismembered (démembrées) or pledged. Unless otherwise provided in the limited partnership agreement, any transfer other than because of death, dismemberment of ownership (démembrement) or pledge of limited partnership interests requires the unanimous consent of the general partner(s).

The limited partnership agreement should provide for the conditions at which the general partnership interests or units issued by an SCSp may be transferred, dismembered (démembrées) or pledged. Unless otherwise provided in the limited partnership agreement, any transfer other than because of death, dismemberment of ownership (démembrement) or pledge of general partnership interests requires the consent of the partners deciding in the same manner as for the amendment of the limited partnership agreement.

Shareholders of a private limited company is subject to pre-emptive rights.

Private company

The Companies Act provides that any change in ownership of company shares should be subject to existing shareholders’ pre-emptive rights, unless the company’s constitution provides otherwise.

A private company’s constitution may place other types of limitations on the transferability of shares.

Private company shares and debentures cannot be offered to the public.

Public company

Public company shares are freely transferrable.

S.A. de C.V.

Shares can generally be transferred between shareholders or third-parties via a written agreement, except when:

• There is a “Right of First Refusal” provision in the S.A. de C.V. bylaws or
• The company has issued “Restricted Transfer Shares” which transfer requires the approval of the board of directors.

S. de R.L. de C.V.

Partners have “Right of First Refusal” when a sale is intended to be carried out in favor of a non-partner.

Likewise, the consent of the majority of the partners is required for any equity transfer.

S.A.P.I. de C.V.

Shares can generally be transferred between shareholders or third-parties via a written agreement, except when:

• There is a “Right of First Refusal” provision in the S.A.P.I. de C.V. bylaws or
• The company has issued “Restricted Transfer Shares” which transfer requires the approval of the board of directors.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Shares must be transferred by execution of a deed before a civil law notary in the Netherlands. Articles of a BV often contain a share transfer restriction provision (in the form of a right of first refusal or the requirement of prior consent from the shareholders’ meeting).

Co-operative U.A.

As a general rule, a membership interest in a co-operative is personal, but if the articles allow it, membership interests can become freely transferable. Based upon tax implications, a co-operative is generally organized in such way that its articles contain a certain restriction to the free transferability of membership interests (requirement of consent from the members). Unless the articles of the co-operative prescribe that a membership interest can only be transferred by notarial deed, it can be transferred by private agreement.

C.V. (a limited partnership)

Section 2(3)(c) STA defines the term “open CV.” An entity qualifies as an open limited partnership if – save for cases involving bequests or inheritance – limited partners can join the partnership or be replaced without the consent of all partners, both managing and limited partners.

To safeguard the closed nature of a CV, all partners, both managing and limited, must each separately grant permission.

Limited liability company

A signed share transfer form and entry of the details of the share transfer into the company's share register is required to transfer shares. Stamp duty is not applicable, and there is no general capital gains tax in New Zealand.

The constitution or other governing document (including a shareholders' agreement) of many private limited liability companies contain pre-emptive rights which require that a transferor offers shares for transfer to other shareholders before those shares can be offered to third parties. Frequently, the governing documents give the directors the right to refuse to register a share transfer without the directors necessarily being required to give a reason for a refusal to register.

Generally, companies that are listed on the NZX are not permitted to have restrictions on the transfer of shares. There are very few listed companies that have placed restrictions on the free transferability of shares.

Branch

Not applicable, this is subject to the requirements of the overseas company's place of incorporation.

Shares in a company are transferable instruments subject to provisions such as preemptive rights in the articles of association of a company and Companies and Allied Matters Act 2020. The law now permits electronic instrument of transferring shares. The law specifically requires a private company to restrict the transferability of its shares in its articles of association. A public company is not required to have any form of restrictions on the transferability of its shares. Under Nigerian Law, where there are no further restrictions on the transfer of shares of a company in the articles of association of such company, any member may transfer all or any of their shares by instrument in writing in any usual or common form or any other form which the directors may approve.

Private LLCs

As a principal rule, transfer of shares is subject to right of first refusal and approval by the board of directors. This may be modified in the articles of association whereby the shares may still be freely transferrable. The articles of association may also contain specific requirements in order to be approved as shareholder.

Public LLCs

As a general rule, shares are freely transferrable and therefore not subject to approval by the board of directors or right of first refusal. This principle may be modified in the articles of association, but this is uncommon for public LLCs. 

Partnerships with unlimited liability

As a general rule, a transfer of shares is subject to approvals from the other partners. This principle can be modified in the partnership agreement. If the partnership agreement contains a right to transfer, such transfer may be subject to first refusal by the other partners.

In case of open corporations, the shares may be transferred without limitation. Restrictions to shares’ transfers regulated in their bylaws or in shareholders’ agreements are not enforceable. On the contrary, a right of first refusal applies to closed stock corporations, unless otherwise provided in the bylaws. In case of regular corporations, the shares may be transferred without limitation, except if certain restrictions are established in their bylaws or in shareholders’ agreements.

Regarding limited liability companies, a right of first refusal is always applicable and equity rights may only be transferred by virtue of a public deed that shall be recorded before the Public Registry of the domicile of the corresponding entity.

Additionally, antitrust laws shall be taken into account.

In subsidiaries, transfer of ownership of shares must comply with nationality requirements, if applicable. Other restrictions may be provided in the articles of incorporation and/or bylaws, such as right of first refusal, put and call option and tag along rights.

Such restriction is not applicable for all other entity types.

A shareholder in a limited liability company, a joint-stock company or a limited joint-stock partnership cannot dispose of its shares before the entity is entered in the business register. Also, once the company or limited joint-stock partnership is registered, its articles of association may limit the transferability of shares by its shareholders by means of imposing certain consent requirements (eg, where a resolution of a shareholders' meeting or the management board is necessary for a transfer to go through).

Partners in a partnership may transfer all of their rights and obligations to third parties (subject to any consent requirement that may apply).

Any transfer of shares in a company or a partnership owning agricultural real property may be subject to the statutory pre-emption right of the National Agriculture Supporting Centre.

There are some new restrictions under Act on control of certain investments (additional to the already existing regulation concerning specific companies listed in the executive regulation) in case of any significant acquisition (20 percent or 40 percent of the general number of votes at the general meeting or of shares in such company) conducted by a foreign entity from outside of EU or OECD regarding companies that meet requirements set out in the Act.

LDA. companies: Transfers to non-shareholders are subject to the company’s prior consent, unless otherwise provided for in the company’s bylaws. A pre-emption right for the remaining shareholders of the company may also apply.

Bylaws may also forbid any transfers of shares; however, in that case, shareholders may exonerate themselves 10 years after the incorporation of the company.

S.A. companies: Bylaws cannot forbid transfers of shares, despite they may (i) set a prior consent of the company to the transfer of shares, or (ii) set a pre-emption right for the remaining shareholders of the company.

Corporations

Shares can generally be transferred between shareholders or 3rd parties via written agreements, except when (i) there is a "right of first refusal" provision in the shareholders agreement or bylaws or (ii) the corporation has issued "restricted transfer shares," which transfer requires the approval of the board of directors.

Limited Liability Companies

Membership interests can generally be transferred between members or 3rd parties via written agreements, except when (i) there is a provision otherwise in the operating agreement or (ii) the operating agreement requires the consent of some or all of the members for any transfer of membership interests.

If the operating agreement of the LLC so establishes, members may have right of first refusal when a sale is intended to be carried out in favor of a non-member. Similarly, the consent of a majority of the members may be required for any transfer of membership interests.

Joint stock company (JSC)

Nominal shares are generally transferred through a statement made in the shareholders' registry signed by the assignor and the assignee.

Limited liability company (LLC)

Shares may be transferred to third parties subject to approval by the shareholders representing at least 75 per cent of the share capital, unless the articles of association provide otherwise. 

Joint-stock company (public and non-public)

Shares in a public joint-stock company are freely transferable; it is prohibited to establish the company’s or its shareholders’ pre-emptive right to acquire shares alienated by shareholders of the company.

A non-public joint-stock company may not conduct open subscription for shares or otherwise offer them for acquisition to an unlimited number of people. The company’s shareholders enjoy the pre-emptive right to purchase shares offered to be sold by the other shareholders in the company at a price offered to a third party and in proportion to the number of the shares held by each of them unless another procedure is provided in the company’s charter. The charter may provide for the company’s pre-emptive right to purchase shares sold by its shareholders if the shareholders did not use their pre-emptive right.

Limited liability company

The company’s members shall have the right to sell or alienate in any other way its participatory interest or a part thereof to 1 or several members of the company. No consent shall be required from the company or other members of the company for making such a transaction unless otherwise stipulated by the company’s charter.

The company’s members enjoy the pre-emptive right to buy the participatory interest or a part of the share of the company’s member at the price offered to a third person or at the price other than the one offered to a third person and fixed in advance by the company’s charter in proportion to the size of their participatory interest, unless the company’s charter stipulates a different procedure for the exercise of this right.

The Russian Central Bank issued Circular No. 018-34-3/1202 of 28 February 2022 (promulgated only on 1 March), whereby:

• All operations pertaining to transfer of Russian securities from broker accounts and depo accounts opened by foreign legal entities and individuals are prohibited from February 28, 2022 and until further cancellation of this Circular, save for:
  • Forced operations performed against the will of the person – holder of the account carried out in accordance with the laws of the Russian Federation;
  • Operations under depo trade accounts (sub-accounts to depo accounts opened in respect of clearing accounts) under instruction or report of a relevant clearing organization in relation to transactions made as part of the open trade;

This is effectively a ban on sale of shares in Russian joint stock companies by foreign residents.

• Transfer of payments under Russian securities of Russian issuers to foreign individuals or legal entities are banned from February 28, 2022 until further cancellation this Circular.

This is effectively a ban on dividend distributions out of Russia in relation to shares and other securities by joint stock companies.

Limited liability company

There is a statutory right of first refusal on the transfer of shares to parties other than the shareholders.

Limited liability company

Subject to any restrictions of share transfers in the constitution, a shareholder of the company may sell or transfer their shares to others. Such transfer is completed after a directors' resolution of the company, transferor and transferee (if applicable) is passed, the share transfer form is executed, any applicable stamp duty is paid, notice of transfer of shares/list of shareholders is filed with ACRA and the electronic register of members (for private companies) is updated.

Private company

A private company's MOI must place limitations on the transferability of shares.

Private company shares may not be offered to the public.

Public company

Public company shares are freely transferrable and may be offered to the public (subject to the requirements of the Companies Act).

External company

Regulated by the foreign company's place of incorporation.

Joint-stock company (Jusik Hoesa)

Shares are freely transferrable; however, AOI may provide that transfer of shares is subject to approval from the board of directors.

Limited company (Yuhan Hoesa)

Units are freely transferrable unless otherwise provided in AOI.

Branch (Sucursal)

There are no shares/stock in a branch.

Limited liability company (Sociedad Limitada)

Typically have share transfer restrictions. Clauses in bylaws that render shares freely transferable are void in practice.

Joint-stock company (Sociedad Anónima)

Generally have no share transfer restrictions aside from those set out, for example, in the bylaws or shareholder agreements. Clauses in the bylaws that render shares non-transferable are null and void in practice.

Limited company (aktiebolag, AB)

The general rule under Swedish law is that shares may be freely transferred and acquired. Transferability may in general be restricted by provisions in the articles of association such as pre-emption clause, consent clause or right of first refusal clause, or by provisions in a shareholders' agreement.

Trading partnership (handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Stock corporation

Shares may generally be transferred freely. Board of director’s consent is only needed in case of registered shares and a corresponding provision in the articles of incorporation.

Company limited by shares

Except to the extent the articles of incorporation of the company prohibit or restrict the transfer of preferred shares, the transfer of shares may not be prohibited or restricted by a company's articles of incorporation. Transfers by or to foreign investors require FIA approval.

Closely-held company limited by shares

In order to maintain the "closely-held" feature of a CHC, restrictions on share transfer shall be specified in the articles of incorporation and the share certificates of the CHC (and, if the CHC does not issue share certificates, the private agreements among the shareholders).

Limited company

Transfer of a member's capital contribution requires the approval of 51 percent of the other members. Transfer of a director's capital contribution requires the consent of all other members.

Branch office of a foreign company

Not applicable for this jurisdiction.

Private limited company

Transfer of shares under a name certificate is void unless made in writing and signed by the transferor and the transferee whose signatures shall be certified by at least by 1 witness.

Such transfer is invalid as against the company and third persons until the name and address of the transferee are recorded in the share register book.

Public limited company

Promoters cannot transfer shares purchased during the incorporation process prior to the lapse of 2 years from the date of incorporation, unless approval is obtained at the meeting of shareholders. A transfer of shares is only valid upon the transferor's endorsement of the share certificate by way of indicating the name of the transferee and having it signed by both the transferor and the transferee upon delivery of share certificates to the transferee.

The transfer of shares can be claimed against the company only when the company has received a request to register the transfer of the shares, but it may be set up against a third person only after the company has recorded the transfer of the shares in the share register book.

Partnerships

Not applicable for this jurisdiction.

Unrestricted, unless the articles of association restrict.

Limited Liability Company

Participation interest is usually freely transferred but may be subject to the preemption right of other participants, which can be, however, directly excluded by the charter. In addition, the charter may contain a requirement to obtain consent from other participants for the transfer of participation interest to a third party.

Additionally, pledged participation interest cannot be alienated by their owner without prior consent of the pledgor. Unpaid participation interest is not allowed to be transferred.

The transfer of participation interest shall be evidenced by the transfer act certified by a notary.

The above does not apply to transfer of participation interest under inheritance or legal succession procedures.

Private Joint-Stock Company

Shares are freely transferred.

In addition, pledged shares cannot be alienated by the shareholder without prior consent of the pledgor. The above does not apply to transfer of shares under inheritance/ legal succession procedures.

LLC

Must at all times comply with the foreign ownership restrictions. Approval is required from the DED licensing authority and share transfer documents must be signed before a UAE notary and filed with the authorities to obtain an amended licence reflecting the revised shareholding pattern. Additional approvals from other regulators/competent authorities may be required depending on the nature of activities of the LLC.

Branch

Not applicable for this jurisdiction.

FZ-LLC

Subject to the provisions and restrictions contained in the memorandum and articles of association of the company. Proper instrument of transfer required to be delivered to the company and share transfer must be accepted for registration by the relevant free zone. There is a share transfer restriction applicable in some free zones that will not allow more than 1 share transfer in a year (this may not be applicable in all the free zones).

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

Private limited company

Shares are generally capable of being freely transferred subject to any restrictions contained in the company's articles. Such restrictions commonly take the form of pre-emption rights for existing shareholders, a right of the directors to refuse registration and outright prohibitions. There are statutory pre-emption rights as per the Companies Act 2006; these can be disapplied by a company's articles of association.

Limited liability partnership (LLP)

Requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

Shares can generally be transferred between shareholders by written agreement. Company consent is not required unless restriction transfers have previously been agreed to, or in some cases, to confirm compliance with applicable securities laws.

Joint stock company (JSC)

Shares are freely transferable except for:

1. Transferring shares of founding shareholders within the first 3 years of existence and
2. Restrictions stipulated by the charter.

Limited liability company with two or more members (LLC2)

Generally, capital contribution is freely transferable between the members. However, the contributed capital can only be transferred to a non-member party if the other members do not purchase such amount of contributed capital.

Limited liability company with one member (LLC1)

Generally, contributed capital is freely transferable.