The transfer of GmbH shares through legal transaction between living people requires compliance with the form of a notary act (Section 76 (2) GmbHG).
This applies even if the trustee remains the same, but the trustee assigns the share held for him in trust to an acquirer, for whom the previous trustee is now to hold the share in trust, as a new trustee. Because this process also results in a change in the economic allocation of the business share from the previous trustee to the new trustee. Without compliance with the formal requirement (notary act), the change of trustee is ineffective. It is not possible to remedy the lack of form by fulfilling the consideration agreed between the previous and the new trustee.
Supreme Court 21.2.2024, 6 Ob 66/23h
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