Transferring shares
In a share transfer, shares in a private limited company (BV) or public limited company (NV) are transferred by a shareholder to another shareholder or a third party. This is also known as the transfer of registered shares. The transfer of registered shares must take place with a notarial deed.
Transfer of registered shares
Registered shares are shares for which no bearer share certificate has been issued by the company, but which are registered in the name of the shareholder in the company's shareholders' register. The transfer of shares distinguishes between shares in ordinary NVs and BVs on the one hand and listed NVs on the other. The transfer of registered shares in a non-listed company (i.e., in ordinary NVs and BVs) requires a notarial deed.
Deed of transfer/deed of delivery of shares
The notarial deed of transfer for the delivery of the registered shares includes, inter alia, the following provisions:
- The price of the shares being transferred;
- How and in what installments, if any, the price of the shares will be paid;
- As of what time the shares being transferred are delivered;
- Any guarantees relating to the balance sheet and the transferred business;
Note: blocking arrangement
When you want to buy or sell shares in a BV, you often have to deal with a blocking arrangement. The blocking arrangement is often included in the BV's articles of association and may consist of an offering arrangement or an approval arrangement. An offering arrangement means that the seller must first offer his shares in the BV to his fellow shareholders before he may sell them to a third party. An approval arrangement means that the co-shareholders must first approve the transfer of the shares to a third party. A blocking arrangement can lead to problems if you want to sell the shares to a third party who is not yet a shareholder in the BV.
What all can we help you with?
Marks Wachters notaries has extensive experience in the share transfer of private and public limited companies. We are happy to advise you and can perform the necessary work for you such as:
- Drafting a purchase agreement;
- Examine corporate data;
- Correct wording of guarantees;
- Assistance with payment of the purchase price and changes at the Chamber of Commerce;
- Record changes in the shareholder register.
We also do extensive research in advance about the seller and the buyer and the shares to be transferred so that we can be sure that the share transfer will go smoothly.
Why choose Marks Wachters notaries?
- Personal
We combine high-quality service with personal attention. - For over 75 years
A household name in Greater Eindhoven and Nuenen since 1949. - Clear
We communicate in understandable language and avoid unnecessarily difficult language.
We are also happy to help you with:
Personal and non-committal
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