What are bearer shares?
A certificate that is not registered and serves as proof of ownership is no longer used that much. In our modern times, almost everything is digital and that is why bearer shares for unlisted companies were abolished as of 1 July 2019. Companies that still had paper bearer shares in circulation had to convert them into registered shares before 1 January 2020. The aim of this regulation is to prevent abuse such as money laundering and tax evasion. By removing the anonymity of trade, the government is trying to prevent the financing of terrorism and also give the investigative services more certainty.
Converting bearer shares
The conversion of these bearer shares into registered shares had to be done by law before 1 January 2020. Investors who still have certificates in their possession must hand them in to the company as soon as possible and have them registered. This is still possible until 1 January 2021, after which unconverted bearer shares will automatically end up in the hands of the company in question.
Bearer shares registered on a single collective certificate can then only be traded using a securities account. This account, which is registered in your name, is also proof of ownership.
A share in a company guarantees two rights
- Right to vote, the right to cast a vote during the general meeting.
- Economic law, the right to profit distribution
Private Company (BV) and Public Limited Company (NV)
Both a BV and an NV have the option to issue shares.
A BV is usually a local company, founded by several family members. They have invested money in the company together and approached a notary to draw up a deed describing how many shares there are, and to whom exactly they belong. In this way, all investors are owners of the company and the number of shares represents the amount invested. Shares from a Private Limited Company are not tradable.
A Public Limited Company can issue tradable shares and divides them into two different types.
- Shares with voting rights. These shares give the right to cast a vote during the general meeting of the Public Limited Company
- Shares with economic rights. These shares entitle you to a profit distribution.
Stichting Administratie Kantoor (STAK)
This foundation is equivalent to a legal entity that can certify shares of a Private Limited Company or a Public Limited Company. These shares then come into the hands of the foundation, which then issues them to the certificate holders.
This construction is necessary to split the economic and legal ownership. In order to be allowed to do this, clear administrative conditions and rules have been established for a STAK. A STAK therefore actually functions as a conduit. If the public limited company pays a dividend to a STAK, this foundation is obliged to transfer the money to the holders of the certificates.
Certificates and non-voting shares
When the Simplification and Flexibilisation Act came into effect in 2012, the possibility of issuing non-voting shares became available. These are shares whose owner is entitled to attend a meeting of the Company, but is not entitled to cast a vote. The owner of non-voting shares is simply entitled to a share in the profits or reserves of the Company. A notarial deed is required for the transfer of non-voting shares. In practice, however, certificates are preferred over non-voting shares.
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