Transferring Shares of a Limited Liability Company Without a Notary - Everything You Need to Know

If you own a company in the form of a limited liability company (BV), there may come a time when you want to sell your shares. This is called share transfer. In the past, you could do this without a notary, but this is no longer possible. This change has been made to better protect companies and buyers. In this article, we explain why a notary is necessary for share transfers. We also tell you what is involved so that you know exactly what to expect when you want to transfer shares.

Why is a Notary Necessary for Share Transfers?

A notary is important for transferring shares because he ensures legal certainty. This means that everything is conducted according to the rules and that no mistakes are made. The notary checks whether the seller is indeed the owner of the shares. He also looks to see if there are any debts or other issues with the shares. Through these checks, the buyer can be certain that everything is in order. This provides peace of mind and confidence for both parties. Without a notary, there would be a higher risk of problems or even fraud.

The Shareholder Register

An important document for share transfers is the shareholder register. This is a list that states who owns the shares. The company itself maintains this register. The notary uses this register to verify that the seller is the actual owner of the shares. He also checks if there are any special agreements regarding the shares. Therefore, it is crucial that the shareholder register is well maintained. If there are mistakes, this can cause problems during the transfer.

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The Deed of Share Transfer

The notary creates an official document: the deed of share transfer. This deed contains important information, such as how much the buyer pays for the shares. It also states from which date the buyer is entitled to dividends (profits from the shares). The notary also records how the shares were previously transferred and provides information about the history of the company. All this information ensures clarity for both parties.

Payment and Registration

It is wise to process the payment for the shares through the notary. The notary ensures that the money reaches the correct account, providing extra security for both the buyer and the seller. After the transfer, this must also be reported to the Chamber of Commerce. If the seller has sold all the shares, or if the buyer now holds all the shares, the notary handles this notification. This way, everyone knows that something has changed in the company. If the new owner holds more than 25% of the shares, they must also register as a UBO (Ultimate Beneficial Owner).

Changes in Management

Sometimes a change in ownership also results in changes in the company's management. For example, if the seller was also a director and now resigns, or if the new shareholder becomes a director. These changes must also be reported to the Chamber of Commerce. The notary can handle this along with the share transfer, ensuring that everything is done correctly in one go.

Alternatives to Share Transfers

There are other ways for employees to participate in the success of a company. This is called employee participation. For example, you can offer options. These are rights to buy shares later at a fixed price. Alternatively, you can create a SAR scheme. Here, employees do not receive actual shares but do benefit from the appreciation of the shares. These alternatives can sometimes be easier than transferring actual shares.

Conclusion

Transferring shares without a notary is no longer possible in the Netherlands, and that is a good thing. The notary ensures that everything is conducted correctly and safely. He verifies all important aspects and prepares the official documents. He also manages the payment and the notification to the Chamber of Commerce. This provides peace of mind and security for both the buyer and the seller. If you want to transfer shares, it is important to engage a good notary. This way, you can be confident that everything is properly arranged.

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