It would first be necessary to look at the articles of association of the company as well as to determine the type of company. Certain companies by law are subject to restrictions on the sale of shares to third parties. In a SARL for example it will be necessary to seek the approval of existing shareholders before a sale can be made to a third party. In other forms of company an approval process may also be required by the articles of association such as by the Board of Directors or by the other shareholders.

Another factor which can restrict the sale of shares are pre-emption rights which could be granted to other shareholders to enable them to purchase the shares before they are offered to a third party. Pre-emption clauses are usually drafted in a fairly detailed manner and the process needs to be complied with before a sale to a third party could become possible.

There can be restrictions on the sale because the shareholders have undertaken not to sell their shares for a given period of time; the purpose of such an undertaking is to provide support of their investment to the company during for example its formative stages.