Sale of ApS shares

As with other assets, shares in ApS can be freely sold. This means that ownership of a share can be transferred from one owner to another without much restriction. The owner can be either an individual or a company.

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If you are a co-owner in an ApS and want to transfer or sell your shares, you must draw up a share transfer agreement, also called a share transfer agreement. Such an agreement specifies who is the seller and who is the buyer, and what proportion of the shares you are selling. The share transfer agreement is therefore your security and documents the facts of the transfer, and sets out the terms and conditions of the process. This is essential both in the relationship between buyer and seller and can also be relevant in the tax context and for other shareholders in the company.

There are several ways in which the sale of shares in an ApS company can be carried out:

1. Internally between co-owners with right of first refusal – If a right of first refusal is established in the articles of association, the current co-owners have priority to purchase the shares. The price of the shares is usually determined by an auditor.

2. Sale to persons outside the company – The prices of the shares can be set freely. The sale can take place by making an offer to third parties. In this situation, the price is often negotiated or determined by market price trends.

3. Sale to a close family member – In this case, the transaction must take place on the basis of the actual value of the shares, in accordance with the applicable regulations and the auditor’s assessment of value.

Shares in ApS are generally transferred in the same way as any other asset, so it is important that the buyer and seller agree on the number of shares to be transferred, the timing of the transfer and the purchase price of the shares. These terms may be written in the transfer agreement. Other examples of conditions that may be attached to the transfer of shares include a change in the company’s board of directors, the drawing up of an ownership agreement, payment of the purchase price by the seller’s financing/debt, a non-compete and a seller protection clause.