Since 1 January 1993, the transfer and issue of shares in the capital of a BV can only be done by notarial deed. In the case of NVs without bearer shares, a notarial deed is also required.
The deed of transfer or deed of issue can be very extensive, but also very limited in content. This depends on what has been agreed. If there is already a purchase agreement or agreement to issue, it is not possible to make further demands in the deed of transfer or deed of issue. You then have to make do with few guarantees and/or conditions. In such situations, the notarial deed only sees to the delivery/issue and payment.
The latter is usually undesirable. For this reason, it is important to get good guidance throughout the entire process. Only good guidance will prevent you from committing yourself to more than is desirable or unwittingly relinquishing all kinds of rights.
On delivery and issuance, in addition to the usual checks with respect to the various persons involved, we check
- whether pre-emptive rights, or any applicable blocking regulations, have been complied with;
- how the seller acquired the shares
- whether the decision-making process was conducted properly
- how the consideration relates to the company's equity and profits;
- whether the register of shareholders has been updated.
For more information on the purchase, transfer and issue of shares, please contact us. We will be happy to help.
pkooijman@kooijmanautar.nl
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