Thinking about transferring shares within your Dutch company? Keep reading to know more about the transfer of your Dutch B.V.’s shares.
The transfer of shares for a registered B.V. must adhere to the stringent legal protocol in the Netherlands and shares must be issued to either an individual or a legal entity. Initially, the procedure of transferring shares must involve a Dutch notary to agree and adjust the changes that you need. A notarial deed and the B.V. extract, also known as the KvK extract are required to be presented upon the issue of transfer of shares.
Types of shares to be transferred
A Dutch B.V.’s capital can be split up into registered shares that can be classified as ordinary, preference or priority shares. Shares are required to be issued to an individual or a company. When the delivery of shares has been acknowledged by the shareholder or person entitled to decide on the behalf of the company, can the BV be able to start issuing the transfer of shares? It is important to note that NV’s can face more restrictions with regard to transferring shares. Let’s get into the different types of shares.
- Ordinary Shares are classified as the most common type of shares. It is when shareholders have one voting right per share and the owner is entitled to participate equally in the company’s dividends. Ordinary shares carry voting rights and rank the highest for rights to capital.
- When the shares allocated to an individual or organization can provide decision-making authorities concerning one or more key elements for the business documents found in the Articles of Association, then it is classified as a priority share.
- Preference shares are those which entitle a fixed amount of dividend per year to the owner of the shares. Compared to other shareholders, owners of preference shares receive their dividends ahead of those that hold other types of shares. The allocated amount is usually a percentage of the nominal value of the shares.
Is the transfer of shares a long process?
A realistic estimation of how long this process is can be 2-6 weeks. Depending on your communication method with our notaries, the process can either be quicker or slower. CompanyNL will be there to ensure that this process goes as fast as possible.
What information do we need to issue the transfer of shares?
Before sending us a request for the transfer of shares, please provide the following documents to our e-mail address info @ companynl .com or fill in our checklist.
- Name of the registered B.V. (Proven by a legalized extract from the Chamber of Commerce and the shareholder’s register given by your notary)
- Pinpoint how many shares will be transferred. (Identify whether they are an ordinary, priority, or preferred)
- The purchase price and how will it be paid? (How many shares will the new shareholder buy, and how?)
- The current structure of buyer, seller, and nationality. Provide a scanned copy of the registered shareholder and signed copy of the shareholders, in which the original company kit is included. (aandeelhoudersregister)
- Background of this transaction (Reason for distribution)
- Legalized passport copy and proof of address.
- A legalized copy of a written legal opinion clearly proves that the company is in a good standing position and that it must be drafted by a lawyer.
Cost of Transferring shares
The cost for the issue of a transfer of shares will depend on the type of request made by the B.V.’s shareholders and the time that our notaries will spend on your case. Contact us in order to receive a tailor-made quote for your case.
The procedure of Transferring shares
As soon as we come in contact with each other, we will immediately allocate one of our notaries’ offices to your case. When we receive your request form in our inbox, we will draw up an estimated quote based on your needs.
Next, the documents and information required for the transfer of shares will be forwarded to our notaries who will provide the following general documents shortly:
- A draft deed of issue shares;
- A shareholders resolution, to be signed by the current shareholders and legalized;
- A power of attorney for the seller to be signed by the current shareholders and legalized; Sign and legalize
- A power of attorney for the purchaser to be signed and legalized;
- KYC Documents
Upon the exchange of the legalized documents in good form, our notaries should take one working week to provide the scanned extract, that states and confirms the transfer of shares.
Contact CompanyNL below!
Contact us via the form below or call and email us directly at:
E: info @ companynl .com
T: +31 (0) 888 387 601
+31 (0) 6285 417 94 (Whatsapp & Phone)
+31 (0) 6341 443 00 (Whatsapp & Phone)