Acquisition of an enterprise in the wider sense
Transfer by purchase of shares (“Share Deal”)-
Acquisition of shares in partnerships (general partnership, limited partnership, open commercial partnership, limited commercial partnership)
The transfer can be effected by two separate agreements, a so-called “double contract”: agreement concerning the withdrawal of the “old” partner, agreement on the entry of the “new” partner; or transfer of the partnership interest by a legal transaction between the partner and the acquirer. The change in the status of the partners of a partnership is a change in the articles of association and requires the consent of all the partners (also of the limited partners in limited partnerships and limited commercial partnerships). The consent of the partners is not restricted to a certain form (can also be granted implicitly).
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Acquisition of shares in a private limited company
Shares in a private limited company are (in principle) transferable and inheritable. The division of a share is only possible if provided for in the articles of association. The transfer of the share requires a specific form; it must be effected by a notarial deed. The transfer of shares can also be tied to the consent of the other shareholders (simple majority unless the articles of association provide otherwise) in the articles of association (restriction of transferability).
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Acquisition of shares in a public limited company
Bearer shares are transferred by a share purchase agreement (exempt from formalities) and by physical delivery of the shares.
Personal shares or scrip: the transfer is effected by endorsement and physical delivery of the shares. The transfer of personal shares and scrip must be reported to the company; the company must note the transfer in the register of shareholders.
The articles of association of the company can tie the transfer of personal share to the consent of the company (restriction of transferability), a transfer without consent being invalid.
