Shares can only be issued by companies with corporate legal personality whose capital can be divided into shares. Hence, under Dutch law it only applies to private limited companies (BV or Besloten Vennootschap) and public limited companies (NV or Naamloze Vennootschap).
The transfer of shares in the Netherlands is relatively straightforward subject to restrictions included in the articles of association of the respective company.
Registered shares are transferred at a Dutch civil notary and a record of transfers is kept at the shareholders register.
There are two types of shares in the Netherlands, which can be divided further into subcategories. Not all types of shares are available to both legal forms as we shall see.
Registered shares, in the Netherlands, are available to both private limited (BV) and public limited (NV) companies. Registered shares are transferred by a notarial deed before a Dutch civil notary, it is essential that one observes the articles of association beforehand, as it may contain certain limitations to the transfer of these shares. For instance, a lock up clause, if invoked, prevents any transfer of shares for a certain period of time.
There are four subcategories of registered shares:
Bearer shares, in the Netherlands, are shares only available to public limited (NV) companies.
Unlike registered shares, bearer shares are not registered and are therefore transferable upon the delivery of the attached share certificates.