As a general rule, shares can be transferred by written agreement between shareholders. Compared to the limited company, only shareholders registered in the share register are considered shareholders. In the case of a publicly traded company, shares are generally issued as bearer shares, so no register of shares is required. While a shareholders` pact does not engage the company – and therefore has no influence on the validity of the decisions of the general meeting – the agreement is still valid with shareholders and a breach of the shareholder contract often leads the party to the breach of liability. As a general rule, participation interests are freely transferred, but may be subject to the right of pre-emption of other participants, which may, however, be directly excluded from the Charter. In addition, the Charter may include the requirement to obtain the agreement of other participants for the transfer of interest from participation to third parties. Although there are common restrictions in shareholder agreements, they should be carefully considered and analyzed for each deal and round of negotiation, as they may result in other provisions of the agreement or have indirect consequences for shareholders with respect to management structure, profit distribution, competition protection or other similar special undertakings. Typical restrictions, which are called the right to the first offer or the right to the first refusal, offer shareholders the opportunity to keep their company closed exclusively and for new shareholders at a certain level. While the initial offer requires the selling shareholder to first negotiate the sale of its shares with existing shareholders before offering these shares to third parties, the right to refuse the first refusal provides that the non-seller shareholder buys the shares on the same or better terms with the third-party buyer who proposes to buy those shares. Both restrictions are governed by deadlines and procedural rules that allow the selling shareholder to continue selling its shares if these rules or deadlines are not met.
Shares issued by an S.A. are freely transferable. The company`s by-law or a shareholders` pact may include certain restrictions under commercial law. The operating quota can only be transferred to a third party if a capital premium paid by the transferred quota holder is paid in full. Other Kft quota holders, the Kft. itself or a person appointed by the quota holders` assembly – in that order – have a legal right of refusal. As a general rule, shares can be transferred by a written agreement between shareholders, as the agreement of directors is generally necessary for private companies. Where there is a unanimous shareholder for a private company, the unanimous shareholders` pact generally limits the portability of the shares of that private company and may contain other provisions such as “piggyback” rights, pre-emption rights and similar measures that must be taken before the transfer of shares.