No more bearer shares as from 2020

Mr D.H. (Dieuwertje) Rip  |  4 April 2019 |  Reading time: approximately 2 minutes

From 1 January 2020, it will only be possible to trade bearer shares in an unlisted NV via a securities account. This is the result of a legislative change. As a result, a  shareholder with bearer shares is no longer anonymous. Each NV with paper bearer shares must amend its articles of association before 2020 in order to comply with the new regulations. The shareholders are obliged to hand in their shares in exchange for registered shares. If they do not do so on time, they will lose their shares.

Different kinds of shares

The articles of association of a public limited company (in Dutch: “naamloze vennootschap” or “NV”) state whether the company has “registered shares” or “bearer shares”. Shareholders with registered shares are registered in a shareholders’ register. A transfer or issue of such shares is only possible with a notarial deed. This way the board knows exactly who the shareholders are.

Bearer shares

If there are bearer shares, the company issues physical pieces of evidence (paper shares) to the shareholders. The shareholder is the person holding the evidence and who is able to show this to the company. By giving the evidence to someone else, that other person becomes the shareholder. No notarial deed is required. However, bearer shares can also be in book entry form. In that case, the shares are traded via a securities account. For a listed NV, this is even mandatory.

Change in legislation

Due to the legislative change paper bearer shares will be abolished and automatically converted into registered shares. It will then only be possible to trade bearer shares via a securities account kept by an intermediary, such as a bank or investment firm. Since the shareholders can be identified via the register of shareholders (in case of registered shares) or via the securities account (in case of bearer shares), trading bearer shares anonymously will no longer be possible.

Background

The aim of the change in legislation is to prevent tax evasion and money laundering. With anonymously transferable bearer shares it is at present not always clear who the shareholders are. Due to the legislative change, investigative and supervisory authorities can identify the shareholders. This will reduce the risk of abuse and other forms of financial and economic crime.

Other countries

The Netherlands is following the recommendations of international organisations that focus on combating tax evasion. These organisations have recommended the Netherlands to either identify holders of bearer shares or to abolish bearer shares. Our surrounding countries have taken similar measures. For example, bearer shares have been abolished altogether in Belgium and the United Kingdom.

Timeline

Unlisted NVs must convert their bearer shares into registered shares by amending the articles of association before 1 January 2020. The shareholders have until 1 January 2021 to submit their bearer shares to the company. Until then, their profit, voting and meeting rights are suspended. If the shareholders do not hand in their bearer shares ultimately on 31 December 2020, the company automatically acquires the shares itself. The shareholders will still be entitled to registered shares if they present themselves to the company before 2 January 2026. However, their rights in the preceding period will have been expired.

Amending the articles of association

Are you involved with an unlisted NV with bearer shares? Or do you have paper bearer shares yourself? Please be noted that these shares must be converted into registered shares before 1 January 2020. This requires a deed to amend the articles of association, executed by a civil-law notary. After the amendment to the articles, the shareholders have until 1 January 2021 to hand in their paper bearer shares to the company.

If you have any questions regarding this article, please contact Mr M.H. (Marianne) van der Laak or Mr D.H. (Dieuwertje) Rip.

Follow Schaap Advocaten Notarissen on LinkedIn.

aandelen aan toonder toonderaandelen naamloze vennootschap nv omzetten schaap advocaten notarissen rotterdam