Since August 1, 2020 enforced amendments to the Commercial Code, which will make it easier for private limited companies to transfer shares.
Private limited companies with a share capital of at least EUR 10,000 can now also waive the requirement for a notarial form for the disposal or pledge shares or part of shares if the following conditions are met:
- In order to make a corresponding amendment to the articles of association, the share capital of a private limited company must be at least 10,000 euros and fully paid. Such an amendment to the articles of association of an existing private limited company requires the consent of all shareholders. Therefore, the corresponding change cannot be made by a majority resolution, the decision must be approved by all shareholders
- The management board must immediately notify the commercial register of changes in the information of shareholders. In addition, the shareholders were obliged to immediately notify the Management Board of any changes in the shareholders' data.
- A notation shall be entered on the registry card of the private limited company that the private limited company has waived the formal requirement for a disposal and pledge disposal transaction.
The change in the smallest nominal value of the part also entered into force. The minimum denomination of a share is reduced from one euro to one cent to ensure greater flexibility in determining the size of the shares.