Shareholders register and its significance

Every BV company must have a shareholders register which contains a list of all shares and shareholders. In the Netherlands there are two different types of companies, BV and NV. In a private BV company the share capital must amount to at least EURO 0,1 while a NV company must have a share capital of at least EURO 45,000. If the share capital is divided into a number of shares each share represents an equal portion of the share capital (the share’s ratio value or nominal value). All ordinary shares have, in principal, equal rights in the company, which means that all shareholders, regardless of the number of shares in the company, have the same rights per share. However, it is possible to issue shares without voting rights and shares without profit rights, and in those cases the rights per share can vary between shareholders. The shareholders register clearly shows which rights are attached to which shares. eAandelenregister is bult according to Dutch Corporate Law.

At the moment you can only support shareholders register in BV Companies in eAandelenregister.

The Board is responsible for the shareholders register

Each company must keep a shareholders register of all the company’s shares and shareholders. The Board of the company is responsible for keeping a share register. When a share is sold or when the information in the share register otherwise changes the change is immediately recorded in the share register. All changes in a share register must be recorded in the share register.

Contents of share registers

A share register must contain information about:

  1. Each share’s number and the nominal value of such.
  2. The shareholder’s name and ID number, organisation number other identification number and mailing address.
  3. Whether share certificates have been issued.
  4. The number of shares each shareholder holds in various classes of shares if there are different classes of shares in the company.
  5. Whether the shares are encumbered with right pledge or usufruct.
  6. Where appropriate, if the shares are subject to contractual restrictions.
  7. All movements regarding the shares, being transfers, issues, splits, etc.

The shareholders register of a BV or non-listed NV company will mostly be kept in a booklet kept in the company’s corporate files. It may consist of a loose-leaf or card system, but it may also be kept on computers or other similar methods. In VPC companies the share register is always kept on computers.

Shareholders register and Annual General Meeting

To participate in the Annual General Meeting a shareholder must be registered in the shareholders register on the day of the Annual General Meeting. The articles of association may prescribe that everyone must notify the company that they intend to present at the meeting, this is mostly the case with listed NV companies but not BV and non-listed NV companies. The notice from the company shows how such notification occurs.