European Business Law Review

Volume 23 (2012)

Volume 23 (2012) / Issue 4

Lars-Göran Sund, Jan Andersson, Edward Humphreys, 'A European Private Company and Share Transfer Restrictions' (2012) 23 European Business Law Review, Issue 4, pp. 483–496


Restrictions on the transfer of shares, in the articles of association and shareholders' agreement are of crucial importance for SMEs. Associates running a business together are dependent on a fragile balance in ownership positions, as well as the expertise of each shareholder and manager of the business. We criticize the EU approach to transfer restrictions, as presented in the Commission's proposal for a "Statute for a European private company" (2008). Not all of the suggested restrictions are suitable under all circumstances in the articles of association. One example is a prohibitive clause, which must be limited both in time and to transfers (not transmission) of shares. Further, other options, such as a mandatory buy-sell agreement, are not considered. Such a clause can be of the utmost importance in the case of some transmissions, e.g. upon intestate succession.

Copyright © 2012 Kluwer Law International
All rights reserved

ISSN: 0959-6941
ID: EULR2012027