Ownership of a limited liability company is expressed by a business share. When you sell or buy a firm, it is precisely this share that is transferred by a share transfer agreement. It is the key legal step of the whole transaction, and it helps to know how it works and when a notary comes into play.
The share transfer agreement The transfer is carried out by a written agreement between the transferor (seller) and the transferee (buyer). The agreement identifies the company, the share being transferred, the price and the terms of the transfer. A crucial requirement is the form of the signatures: the signatures of both parties must be officially verified. Without verified signatures the registry court will not record the change of shareholder.
Official verification of a signature (legalisation) can be arranged in several places — at the post office via Czech POINT, at the registry office of a municipal authority, or directly with a notary. It confirms that the agreement was really signed by the person named on it.
When verified signatures are enough For a standard transfer of a ready-made firm, where you keep the company name and seat (typically in Prague) and change only the shareholder and managing director, an agreement with officially verified signatures usually suffices. A notarial deed is not required in that case — which is why the transfer of a ready-made company tends to be fast and simple.
When a notarial deed is required A notarial deed (a public instrument drawn up by a notary) is needed when, together with the transfer, you also make changes that fall within a notary's remit. Typically this means changing the company name, moving the seat outside Prague, splitting the share among several new shareholders or changing the business activity. In these situations the notary draws up a notarial deed on the decision of the general meeting (or the sole shareholder), which then serves as the basis for registration.
So the difference is simple: the share transfer itself = verified signatures; a transfer combined with a change to the founding deed = a notarial deed. We will always tell you in advance which regime applies to your specific situation.
What happens at the same time: the general meeting Part of handing over the firm is also a decision that removes the current managing director and appoints a new one. In a single-member company this is a decision of the sole shareholder (acting in the remit of the general meeting). If this step requires a notarial deed (for example when the name or seat is changed at the same time), the notary draws it up as part of the same act.
What to bring For signing and possibly for the notary, prepare a valid identity document (an ID card or passport). For the role of the new managing director you will need an extract from the criminal record register proving a clean record and a statutory declaration that you meet the conditions for holding the office. For companies, statutory AML identification is also required. We prepare all the agreements and documents for you — you simply sign them with verification.
What follows after signing We file the signed documents (the agreement, the decision on the change of director, and possibly the notarial deed) with the registry court. It records the change of shareholder and director in the Commercial Register, which makes the transfer publicly effective. Registration takes a few days.
Conclusion A share transfer of an ordinary ready-made firm can be done without a notary — an agreement with officially verified signatures is enough. The notary only comes on stage when you simultaneously change the name, move the seat outside Prague, split the share or change the business activity. We will organise the whole process for you on a turnkey basis; you will find the details and the company offer on rpop.cz.