Change of Partner in an LLC: How to Handle It With an Electronic Signature

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You can change a partner in a limited liability company (LLC) by transferring the ownership interest to another person. This person may already be a partner in the company, or it may be an entirely different person from outside the company. We will explain what you will need when transferring an ownership interest to another person, as well as how to complete the entire process online using a qualified electronic signature and a qualified time stamp.

What Do You Need When Transferring an Ownership Interest in an LLC to Another Person?

The Commercial Code defines an ownership interest as the sum of a partner’s rights and obligations and the corresponding participation of the partner in the company. Each partner in an LLC may hold only one ownership interest. However, this ownership interest may change its owner during its existence, even repeatedly.

A partner may transfer their ownership interest in an LLC:

• to another partner in the company,
• to another person outside the company.

Note:

If you wish to transfer an ownership interest to a person outside the company, the condition must be met that such a transfer of the ownership interest is permitted by your articles of association. The articles of association may also stipulate the condition that the transfer of the ownership interest to another person must be approved by the general meeting of the company.

If you have not yet paid up your contribution to the LLC and you wish to transfer your ownership interest, it is also important to keep in mind that, under the law, you guarantee the payment of the contribution by the person to whom you transfer the ownership interest.

When transferring an ownership interest, you will need the following:

Written Changes to the Founding Documents

When transferring an ownership interest, the company name or registered office, the executive director, the business activities and other details often change as well. All of these, as well as many other changes, must be reflected in writing in the legally prescribed annexes (founding documents and other attachments).

A Written Agreement on the Transfer of the Ownership Interest

When transferring an ownership interest, it is always necessary to draw up a written agreement on the transfer of the ownership interest and have it signed by the transferor and all transferees. The agreement must not omit information about the payment of the contribution or the statement that the transferee accedes to the founding deed or the articles of association in full.

Consent of the Company’s General Meeting

If the articles of association stipulate that the consent of the company’s general meeting is required for the transfer of the ownership interest, it is essential to obtain this consent. If consent is required and you do not have it, or the general meeting does not grant it to you, the ownership interest cannot be transferred. It is advisable to verify this as early as when establishing the company or when entering an existing company.

Formal Requirements

All founding documents and other legally prescribed annexes to the proposal for registering the transfer of the ownership interest and other changes in the company must contain the handwritten and officially certified signatures of the relevant persons.

However, you can save yourself a trip to the registry office or notary if you have a qualified electronic signature (QES) and a qualified time stamp.

Also read useful information about the other changes in an LLC for which a qualified electronic signature and a qualified electronic seal will make your work easier.

Tip:

The transfer of an ownership interest can also be free of charge. However, if the transferor and the transferee agree on a purchase price, this price must be stated in the written agreement on the transfer of the ownership interest. The agreement must also state the method of paying the agreed price.

Once you have prepared all the annexes to the proposal for registering the changes in the Commercial Register of the Slovak Republic (change of name, registered office, executive director, partner, the partner’s statutory declarations, the executive director’s signature, and others) and have them signed with a qualified electronic signature and a qualified electronic seal, you can submit the proposal for registering the changes in the Commercial Register of the Slovak Republic.

The filing of a change of partner in an LLC can be done by you yourself, or you can authorize another person who has the relevant software installed to perform this act. The power of attorney must be signed with a qualified electronic signature and a qualified electronic seal.

You can thus complete the entire process fully digitally, without visiting a notary or registry office and without the need to have the relevant software installed.

Note:

The effects of the transfer of an ownership interest in an LLC take place on the day the written agreement on the transfer of the ownership interest is delivered to the company, or later, if so stated in the agreement on the transfer of the ownership interest. Registration in the Commercial Register is then only of a so-called declaratory nature, meaning it confirms your intention and goal to transfer the ownership interest. Without this registration, however, the entire process is not complete, despite the declaratory nature of the registration.

An Electronic Signature in Just a Few Clicks

When you start browsing the NFQES website and you have not yet looked into this topic, you will discover that there are several types of electronic signatures with different legal force. In other words, the greater the legal force of the signature, the more binding the documents you can sign with that e-signature.

To sign the annexes to the proposal for the Commercial Register of the Slovak Republic in the case of changes made in an LLC, you must have a qualified electronic signature and a qualified electronic seal.

In practice, these two tools replace a handwritten signature made at a specific time (date).

How to Obtain a Qualified Electronic Signature and a Qualified Electronic Seal?

1. Online application: You create an application for a qualified electronic signature and a qualified electronic seal on our website: zone.nfqes.com.
2. In-person visit (only once): You arrange a date for an in-person visit and attend the registration authority.
3. Identity documents: You present the prescribed identity documents and pay the fee for providing the qualified certificate and seal.
4. Certificate and seal: You then receive a qualified certificate and an electronic seal.
5. Signing documents: After that, you can simply upload and sign documents:

• you upload the document you want to sign,
• you choose the option of a qualified electronic signature and a qualified time stamp,
• you sign the document with literally two clicks.

Tip:

Signed documents are clearly stored in one place in an electronic mailbox on the NFQES online platform, and you can return to them at any time. Working with documents is also sped up by the option of bulk sending of documents and their clear archiving.

QES – a qualified electronic signature can be obtained for as little as EUR 18 per year.

Change of Partner in an LLC Without Unnecessary Administration

Changing a partner in an LLC is an administratively demanding process, but with the right approach you can handle it even without in-person visits to offices. A qualified electronic signature and a qualified time stamp allow you to prepare, sign and submit all the necessary documents online, quickly and in compliance with the law.

If you have your documents prepared correctly and meet the statutory conditions, the electronic solution will significantly save you time and money and simplify the entire process of changing a partner in the company.