Share transfer

Do you want to sell, transfer or gift shares in a private limited company (B.V.)? Then it is important that this is done correctly from a legal perspective. A share transfer changes not only the ownership of the shares, but often also the control within a company. A notary plays an important role in this.

Shares can be transferred for various reasons. Think of the sale of a business, the entry of a new shareholder, business succession within the family, a gift to children or a change in the cooperation between existing shareholders. A share transfer may also be necessary in the event of a divorce or restructuring of a company.

A notarial deed is mandatory for the transfer of shares in a B.V. Without the involvement of a notary, the transfer is not legally valid. The notary drafts the deed of transfer of shares and ensures that the transfer is officially recorded.

Before the transfer takes place, the notary checks, among other things:

• who the current shareholders are;
• how many shares are being transferred;
• the purchase price and its payment;
• whether any share transfer restrictions apply;
• what is laid down in the articles of association;
• whether approval from other shareholders is required; whether additional shareholder agreements exist.

In many B.V.s, the articles of association contain rules on the transfer of shares. For example, an obligation to offer may apply, whereby shares must first be offered to fellow shareholders before they may be sold to a third party.

Agreements may also have been recorded in a shareholders' agreement. It is important to review these agreements carefully in advance.

Gift or business succession

In the case of a transfer within the family or business succession, tax questions often also play a role. Think of gift tax or business succession schemes. Good preparation can yield tax benefits and prevent future conflicts.

The notary guides the entire process: from checking the legal documents to drawing up and executing the deed. In addition, the notary can advise on the structure of the transfer and flag any tax points of attention.

With a carefully arranged share transfer, you avoid risks and ensure a smooth transition of ownership and control within your company.