What the buyer of a share is buying
A share in an LLC isn't just a percentage in the register. With it you take on liability for everything the company did before you: contracts, debts, lawsuits, inspections. The seller doesn't always volunteer all of it.
So before signing, I check the company against the registers and court records, and read the articles and key contracts. It takes a few days and often affects the price.
What's included
- Company due diligence: registers, court cases, tax debts, enforcement proceedings.
- Review of the articles: other members' pre-emption rights, restrictions on sale.
- Share purchase agreement with seller warranties.
- Transfer certificate with notarised signatures.
- Registering the changes and the new ownership structure.
What to check before buying
| What I check | Why |
|---|---|
| Register of legal entities and beneficial owners | Who actually owns and runs it |
| Court cases | Whether there are disputes that will affect the new owner |
| Tax debts | So you don't pay someone else's tax reassessments |
| Enforcement proceedings and seizures | Whether assets and accounts are frozen |
| Key contracts | Whether everything changes once the owner changes |
I also check whether the seller's spouse needs to consent. If the share was acquired during marriage, the deal can be challenged without that consent.
Other members' pre-emption right
If the company has several members, they usually have a pre-emption right to buy a share before an outsider. The procedure depends on the articles. If it's breached, the deal can be challenged, so we look at the articles first.
Taxes when selling a share
An individual pays tax on income from selling a share. The amount depends on how much they originally paid for it. We calculate this in advance so the price in the contract doesn't turn into an unpleasant surprise. After the deal, it's worth updating the articles and shareholder agreement for the new line-up of members.
How it works
Your part: the company documents and time for the notary. The rest of the arrows are mine.
Law of Ukraine “On Limited and Additional Liability Companies” (share transfers, members' pre-emption right, transfer certificate); Civil Code of Ukraine (sale agreement); Family Code of Ukraine (joint marital property).
Frequently asked questions about buying and selling a share
How much does support with a share purchase cost?
From €150. The price depends on how deeply the company needs to be checked.
Is a notary needed?
The signatures on the share transfer certificate are notarised.
Can a foreigner buy a share in a Ukrainian LLC?
Yes. A Ukrainian tax number and translated documents are needed. More on the “Business for foreigners” page.
What if the other members oppose the sale?
It depends on the articles. Sometimes they have the right to buy the share themselves; sometimes a sale to outsiders is prohibited without their consent.
How is a share valued?
The market price is agreed between you and the seller. I help you make sense of the financial statements and the risks that affect the price.
New partners? Arrangements between them are best put into a shareholder agreement. If the deal is complex and the other side is haggling, negotiation support will help.