Need approval to sell shares in limited company?


1

If I and an investor own 50% of the outstanding shares in a limited company each, can I transfer some of my shares to another entity without the investor's (or any other shareholders') approval? For instance, could I establish a holding company merely to hold my stake in the limited company without the shareholders' approval?

Thanks!

Incorporation Business Shares

asked May 29 '12 at 11:39
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Kate
99 points
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  • It would help to know the relevant jurisdiction. Use of the term "limited company" suggests it may not be the U.S. – Dana Shultz 9 years ago

2 Answers


1

can I transfer some of my shares to another entity without the investor's (or any other
shareholders') approval?

Yes, EXCEPT (!) if that is defined differently in some contracts, which - bad news - it normally is.

For instance, could I establish a holding company merely to hold my stake in the
limited company without the shareholders' approval?

And here things get complicated - NORMALLY the sales ban has explicit exceptions for holding company operations as long as the buying entity is (a) 100% controlled by you and (b) the sales ban is also valid for the company.

THAT SAID: why open a can of worms and not talk to the investor? It is not like he will say no.

answered May 29 '12 at 17:29
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Net Tecture
11 points

0

It is hard to answer without knowing the jurisdiction that applies, but in general terms, equity is an asset that you can do with as you please, including disposal, unless some overriding contract/law prevents it.

Of course, you'd have to check your specific contracts (if any) and the rules of the company. See Articles of Association, etc

answered May 29 '12 at 18:02
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Steve Jones
3,239 points

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Incorporation Business Shares