The Transfer of Shares of Private Companies

Posted: 30 Nov 2007

See all articles by Susanne Kalss

Susanne Kalss

Alpen-Adria-University Klagenfurt


The free movement of companies all over Europe subsequent to the ECJ rulings in Centros, Überseering and Inspire Art has created a wide range of new conflict of laws issues. The following essay deals with one of these questions: the applicability of local transfer restrictions to foreign companies. After a broad overview of the regime of share transfers in the different European jurisdictions, it analyses the European conflict rules to end with a surprising result: It may well be the case that the tranfer of shares of an English limited company is, despite lex societatis, subjected to German formal requirements (notarisation) when taking place in Germany. Legal advice should be aware of this potential risk.

Suggested Citation

Kalss, Susanne, The Transfer of Shares of Private Companies. European Company and Financial Law Review, Vol. 1, No. 3, 2004, Available at SSRN:

Susanne Kalss (Contact Author)

Alpen-Adria-University Klagenfurt ( email )

Universitätsstrasse 65-67
Klagenfurt, Corinthia A-9020

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