When certifying shares in the capital of a bv or nv, the control rights (voting rights) and the economic interest (dividend">dividend, appreciation) in the share are separated. This is done by transferring the shares to a trust office. Usually to a foundation">foundation to be set up for this purpose, which is then referred to as "StAk". The trust office foundation then issues depositary receipts of shares to the original shareholder.
The economic interest in certifying shares
The StAk, and thus its board, exercises the voting rights on the shares. The depositary receipts embody the economic interest. If done properly, the depositary receipts are identified with the shares for tax purposes. Then the original shareholder is still considered the shareholder for tax purposes. Often, the reason for the certification is the continuity of the company's business. One or a few heirs succeed to the board and all the heirs get proportional rights to the value. But it might be better if the heirs have no say at all. Non-voting shares often do not achieve the desired nuance of control. Sometimes it is also useful to transfer assets in advance in the form of certificates share transfer agreement-rotterdam">to a next generation. Certifying shares is an excellent fit as an estate planning tool.
Employee shareholdings
Certification of shares is also often used for employee shareholdings. In that case, it is desirable that some decisions can be taken by the general meeting without the employees being present. It is also usually desirable that staff members cannot be obstructive in the event of a sale. An agreement based on which staff are then obliged to co-transfer works less well.
More information about share certification
Would you like to receive more information on share certification, family business transfer or employee participation? Then contact Kooijman Autar in Rotterdam. We can be reached at +31 (0)10 285 88 88.
pkooijman@kooijmanautar.nl
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