Transfer of shares between shareholders or to close relatives of shareholders are unrestricted unless otherwise provided by the articles of association. Where the articles of association is silent on the issue of transfer of shares, Article 319 of the Ohada law Uniform Act makes such transfers subject to the consent of the majority of non-transferring shareholders holding at least three-quarters of the company’s shares (the transferring shareholder’s shares not being taken into account for this calculation).
In the event of the death of a shareholder, the articles of association may provide that the shareholder’s heirs may become shareholders only with the prior approval of the other shareholders. Where there is no consent to a transfer of shares to a third party, the shareholders are jointly and severally obliged to acquire the shares within the required timeframe at a price to be determined either between the transferor and the company or, failing agreement between the parties, by a court-appointed expert.
If a share transfer does go ahead, either to another shareholder or to a third party, a transfer deed must be made in writing. The transfer may be relied upon as against the company after compliance with the formalities imposed by law.