Shares of Dutch BVs and NVs always have a nominal value. This nominal value is determined in the articles of association. Shareholders are obliged to actually pay this nominal value on the shares. This can be done when the shares are issued, but also afterwards if it is stipulated at the time of issue that this will be done later.
The advantage of not fully paid-up shares is that the shareholder does not have to pay up the money until it is called up. Thus, the capital not yet paid up can serve as a guarantee to creditors. However, a shareholder should realise that he still has to deposit this money at the first request of the board.
If the articles of association do not provide for a different rule, shares only share in the profits in proportion to the amount actually paid up on them. This can be very annoying if one shareholder has not paid up his shares while the other has. Especially if only €100 worth of shares are issued and one shareholder has paid up his €50 while the other has not. Then it is strange that the shareholder who has not paid up does not share in the profits.
For NVs and BVs incorporated before 1 October 2012, failure to meet the obligation to pay up resulted in the board being jointly and severally liable for the company's debts in a number of cases.
For more information on non-paid-up shares, please contact us. We will be happy to assist you.
