The register of shareholders is usually made by the notary on incorporation of a B.V. or N.V. with registered shares and handed over to the board of the company. The law requires the board to keep regular records in the register.
What data The register must contain:
- the names and addresses of the shareholders;
- the date on which the shareholders acquired the shares and the date of acknowledgement by or service on the B.V;
- the amount paid up on each share;
- any discharge of liability for payments not yet made;
- the names and addresses of usufructuaries, pledgees and holders of depositary receipts with meeting rights;
- the date of acquisition of usufruct, pledge or certificate with meeting rights and the date of acknowledgement by or service on the B.V;
- the rights held by the usufructuary and pledgee.
What is the shareholder register important for
The shareholders' register is especially important for convening a shareholders' meeting, applying certain regulations such as the blocking scheme and when shares are attached. The register also records data relating to the B.V.'s capital.
When a civil-law notary has to handle a delivery or issue of shares or an amendment to the articles of association, merger or demerger, he or she will always want to have the original and updated register of shareholders.
Due to the increasing obligations for banks and other service providers to list their clients, these service providers increasingly require insight into a properly updated register.
Shareholder register lost
If a shareholder register has been lost, a new register can be created. We can provide reconstruction of a register using, among other things:
- the deed of incorporation
- amendments to the articles of association
- old deed of transfer or issue of shares
- the annual figures
It is important, however, that these old documents then provide a conclusive picture.
