Are you planning to transfer the shares of your Dutch company? This guide offers a thorough overview of the procedure as well as an intake form that makes working with a Dutch notary simple. This will enable you to obtain the best quotes from any Dutch notary.
The transfer of registered shares in a BV must adhere to strict legal procedures in the Netherlands. The legal prerequisites for the transfer of shares in a Dutch BV/NV are described below.
A Dutch BV may divide its capital into registered shares, which may be ordinary, preferred or priority shares. A person or a legal body must receive the registered shares. The board of managing directors of a BV with registered shares must deposit a register of shareholders at the registered office of the company for inspection by its shareholders, usufructuaries, pledgees and holders of depository receipts.
For incorporation, shares do not need to be fully paid up, and the parties are free to decide when the complete capital contribution will take place. However, following the transfer of a share that hasn’t been fully paid up, each of the prior shareholders continues to be equally and severally liable to the BV for the outstanding balance on the share. As a result, in practice, it is usually necessary for the shares to be fully paid up before the transfer.
The articles of association may contain restrictions on the transfer of shares, provided that such restrictions do not render the transfer of shares impossible or extremely difficult. A transfer in violation of a restriction in the articles of incorporation is invalid. If the articles of association do not include any provision on transferability, the other shareholders will be given a right of first refusal.
The transfer of registered shares in a BV or the transfer of limited property rights in such shares shall take place through the execution of a notarial deed of transfer before a Dutch civil law notary. The notarial deed of transfer must specify:
- The legal basis for the transfer and the way in which the share or the limited property right in a share has been acquired;
- The name, forename, date of birth, place of birth, domicile (residence) and address of the natural persons who are a party to the notarial deed;
- The type, name, domicile (seat) and address of the legal persons who are a party to the notarial deed;
- The number and type (class) of shares to which the notarial deed relates, and;
- The name, domicile (seat) and address of the Corporation that has issued the shares to be transferred.
The transfer of shares must be recorded in the shareholders’ register. In the event of a sole shareholder, the registration with the Trade Register of the Chamber of Commerce must be updated accordingly.
How much does a BV/NV share transfer cost?
The costs of a simple share transfer for usual activities, without an extensive balance sheet, are on average:
- the costs of the deed of share transfer: € 950.00 (and up) – excluding 21% VAT
- the costs for the minutes of the shareholders’ meeting: € 50.00 excluding 21% VAT
- for each extract requested from the Chamber of Commerce, € 15.00 excluding 21% VAT will be charged,
- for any changes to the Chamber of Commerce, € 25.00 excluding 21% VAT will be charged
- the costs for the change of the shareholder register € 25.00 excluding 21% VAT
- for a possible declaration of the pre-emptive rights of other shareholders, € 25.00 excluding 21% VAT will be charged, per declaration
- for every natural person or legal entity involved in this case, the notary might charge a fee (approx. € 100 excluding 21% VAT) for KYC Due diligence fees (researching the background/regarding personal data)
- a UBO Registration Fee will be required of € 50.00 excluding 21% VAT
Required documents to transfer the shares to a new buyer
Both Dutch notaries must know their clients, as required by Dutch law. The following information and documents must be provided:
- Information:
– How many shares will the new shareholder buy?
– Price per share - Documents of the seller, i.e., the current shareholder:
– A scanned copy of the signed register of shareholders, which is included in the original company kit, called aandeelhoudersregister;
– Proof of the paid-in share capital; it must be a bank transaction with a clear reference as “capital contribution”, a screenshot from the company bank account is sufficient. - Documents of the purchaser, i.e., the new shareholder:
– If the purchaser is an individual. - Completed Form A (will be provided by Bolder Launch)
- A legalised copy of the passport;
- A recent proof of address, such as a utility bill or bank statement, that was issued within 90 days (preferably within 30 days) of the submission to the Dutch notary.
– If the purchaser is corporate. - Completed Form B (will be provided by Bolder Launch);
- A corporate organizational chart clearly shows the directors and shareholders;
- A legalised copy of a written legal opinion stating that the company is in good standing; it must be drafted by a lawyer or bookkeeper; it must be in English or translated into English by a certified translator, and it cannot be older than 30 days at the time of submission to the Dutch notary.
- A copy of the company’s Articles/Memorandum of Association (MoA): it must be the version registered at the local Trade Register; it must be in English or translated into English by a certified translator; it must include a statement stating that the MoA is the most recent version, and the statement must be no more than 30 days old at the time of submission to the Dutch notary.
- A legalised copy of the Extract from the Trade Register of the company. It must be the version registered at the local Trade Register; and please be aware that this document must be no older than 30 days at the submission to the Dutch Chamber of Commerce, which happens after the execution of the deed of incorporation by the Dutch notary. A scanned copy can be provided first, with legalisation arranged later along with other company documents provided by Bolder Launch.
- A legalised copy of the shareholder registers of the company; it must be in English or translated into English by a certified translator; it must be no older than 90 days (preferably 30 days) at the submission to the Dutch notary;
- A legalised copy of passport and a recent proof of address of the authorised signatory (director);
- A legalised copy of passport and a recent proof of address of each UBO, i.e., the natural person who is (in)directly entitled to 25% or more in the share capital of the company or in the share capital of (a) shareholder(s) of the company. Note: if the corporate shareholder also has (a) holding corporate shareholder(s), the above documents of the holding document(s) are required as well. Therefore, it is very important to provide us with the corporate organizational chart at the beginning so that we can provide you with a clear list of required KYC documents.
*The legalised copy of the passport is not needed if the person can visit the Netherlands and sign the documents in front of the Dutch notary.
The procedure of transferring shares
The entire procedure can be completed remotely, but a Dutch notary is required.
- Complete the intake form (see below) which you can use to obtain a quote from a notary.
- Sign the service agreement and make the payment.
- Provide the notary with a scanned copy of all KYC documents; upon the receipt of the information and documents provided by the seller and the purchaser, the notary will need four to five working days to verify the information and documents. Upon approval, they will send you the following legal documents for your signatures:
- Personal data card, for the purchaser to sign;
- The draft deed of transfer, for the seller and the purchaser to check and sign;
- The power of attorney for the execution of the deed of transfer, for the seller to sign;
- The power of attorney for the execution of the deed of transfer for the purchaser to sign.
Please sign the following legal documents and return the scanned copies for the notary’s approval:
- All KYC documents;
- A legalised copy of the seller’s power of attorney;
- A legalised copy of the purchaser’s power of attorney;
- The deed of transfer, signed by both the seller and the purchaser.
Following receipt of the documents, the notary (or their clerk) will execute the notarial deed of transfer before the Dutch notary on your behalf. The Dutch notary may set up a phone call with the purchaser.
You will receive a scanned extract saying that the shares have been transferred to the buyer after two to three working days. The original extract will be ready in one to two weeks, and the register of shareholders will be updated accordingly.
The Transfer of Shares Deed
The agreement that will serve as the foundation for the future shareholder’s purchase of the shares must first be concluded. The acquisition of the shares and their transfer must be distinguished from one another. Purchasing the shares signifies the conclusion of a purchase agreement as well as the existence of an agreement. It is necessary to transfer the shares in order for the buyer to actually become the owner (more about this below).
When you purchase shares in a B.V., you assume all activities and risks. All rights and obligations, including licenses, finance, personnel, agreements, contracts, tax debts, etc., are transferred to the buyer. Only the real owner or shareholder changes. Therefore, it is advisable to document any agreements made in a purchase agreement for shares. Included in this share purchase agreement are the following matters:
- The share price and how it will be paid. The buyer does not always have enough money to pay the full amount all at once. As a result, it is agreed that the seller of the shares will provide the buyer with a loan.
- Guarantees Relating to the Company. This could include guarantees regarding current procedures, personnel and their employment, permits and intellectual property rights.
- An overview of the company’s activities.
- A termination arrangement about the seller. Usually, the seller will withdraw from the company after the transfer of the shares. It can then be recorded when this will happen and how. This also includes the resignation of the seller as a director of the company.
- A dispute settlement. If a dispute arises after the transfer of the shares between the buyer and the seller, it is possible to determine how this will be resolved. Typically, it is decided that the dispute should be brought before a competent court.
- Whether there are intellectual property rights and whether they will be transferred.
- The delivery date of the shares. Unless otherwise specified, all rights, obligations and risks pass to the buyer on this date.
- Non-competition clause for the seller. After all, the buyer will be upset if the seller immediately starts a new company after selling the shares, which is directly competitive with the company that they just sold.
- Guarantees regarding the financial position of the company. These are often the most important guarantees for the buyer. After all, they are only willing to pay a certain amount for the shares based on the financial information provided by the company. Due diligence is also carried out. The accuracy of the information presented to the buyer is then determined, and the risks and opportunities for the company to be acquired are identified. This due diligence investigation is based on the financial information provided. It is then critical that this data is complete and correct.
The purchase of the shares has been affected if all guarantees and provisions have been agreed upon and the purchase agreement has been signed. However, the buyer has not yet acquired ownership of the shares. As a result, the buyer does not yet have a voting or dividend right. The shares must still be legally transferred for this to happen.
Execution of the Transfer of Shares Deed
A notary is required in the Netherlands for a legally valid transfer of shares. As a result, shares must be transferred using a notarial deed. This notarial deed contains several important provisions that are also included in the share purchase agreement. The following are examples:
- Who the buyer and seller are;
- The price of the shares and how it is paid;
- Who bears what costs;
- From what time the shares are for the account and risk of the buyer;
- Guarantees regarding the balance sheet and the company.
The transfer of shares, that is, the actual transfer of the shares can only be accomplished through a notarial deed. This means that using a notary is required. A deed of delivery is prepared by the notary.
Blocking arrangement
When transferring shares in a B.V., the blocking scheme is essential. If the blocking scheme is not followed, there is an invalid transfer of shares. Shares in a B.V. are not freely transferable. If there is only one shareholder, the blocking scheme will not be an issue. This is possible if there are multiple shareholders.
This guide is part of Legal Assistance Netherlands in our Launch Guide.
