Transferring bv shares: which arrangements need checking before the notary?

1. Record the shares and parties involved

Write down the intended seller and buyer and whether they act personally or through a legal entity. Obtain the current shareholders’ register. KVK explains that it records matters including shareholders, numbers and unique identifiers of shares and how they were acquired. This starts the investigation into precisely what must be transferred.

Check whether available documents complement each other or raise questions. Collect earlier acquisition deeds and documents on special rights where present. Note whether all shares or only some are involved. “My part of the business” may be understandable in discussion, but does not precisely define the proposed transaction.

2. Examine the articles and shareholder arrangements

Give your adviser the current articles and shareholders’ agreement. Ask which offering, approval or other restriction rules matter. Do not assume without investigation either that every sale to a buyer of your choice is unrestricted or that every bv follows exactly the same approval route. Establish the applicable arrangements and rights from the documents.

Create a chronology of offers already made and responses. If a price or buyer was discussed before, send the entire correspondence. Note who you believe must still cooperate and why. This distinction matters when a voluntary transfer becomes a dispute over interpretation or performance of earlier agreements.

3. Distinguish the sale agreement from notarial conveyance

Ondernemersplein states that bv shares are conveyed by notarial deed. Discuss the required documents and who must attend or grant suitable power of attorney with the civil-law notary. The purchase contract may separately set price, conditions and obligations. Establish which acts already bind the parties and which remain necessary to carry out the intended transfer.

Keep negotiation documents, signed purchase agreement and conveyance deed as separate documents. In a dispute, ask not only whether the shares have been conveyed, but also whether obligations remain to be performed. An agreement to visit the notary later does not, without further assessment, settle the legal significance of previously signed wording.

4. Specify price, payment and conditions

A figure on the first page may leave questions open. When is payment due, what calculation remains and is part dependent on future results? Record how existing loans between shareholder and bv are handled. Do not let these issues disappear into a general statement that the departing party is free of everything afterwards.

Ask for explanations of conditions to be satisfied before conveyance. Who provides evidence and what happens if a condition is not met on time? Discuss the seller’s requested statements or warranties and how long obligations may continue. Your own lawyer can help assess the risks accepted and limits you wish to agree.

5. Separate share ownership from other positions

A departing shareholder may also be a director, employee, lender or surety. List each position separately. Ask which termination or release is independently needed and who must cooperate. Transferring shares does not automatically answer how all these other relationships are settled.

In its guidance on changes of legal form, the Belastingdienst stresses that a share transfer does not change the legal entity or business. This helps explain why the file concerns more than the seller’s identity. Inventory relevant ongoing contracts and ask whether a change of share ownership matters under them. Have each seller’s and buyer’s own tax consequences assessed too.

6. Prepare conveyance and administration together

Ask the notary for missing documents and agree a realistic timetable. KVK identifies the shareholders’ register as important for notarial completion; directors remain responsible for keeping it current. Discuss changes to officers or other registrations connected with the transaction. Selling shares does not automatically end a directorship.

Make a completion list of what the parties must do: sign documents, arrange agreed payment and hand over specified papers. Have advisers check consistency between final documents. Afterwards request the deed and updated information. A practical completion list prevents commercial agreements and legal completion from remaining in different folders.

7. Fictional example: sale following a cooperation dispute

Suppose two shareholders agree that one will leave for a certain price. The seller is also a director and signed personally for financing. They think the sale settles everything, while the draft mentions shares only. This example is fictional and gives no ruling on any actual surety or directorship.

Useful preparation separates three positions: shares, management and financing security. The adviser examines required statements, resolutions and cooperation. The sale wording is also compared with earlier arrangements. The purpose is for parties to understand before conveyance which obligations end and which may remain.

8. Checklist for lawyer and notary

Explain whether the transfer is still being negotiated, already agreed or blocked by refusal to cooperate. Flag completion dates and pending claims. Ask your own lawyer to assess commercial and conflict issues and coordinate conveyance requirements with the notary. Clearly agree who examines financial and tax consequences.

• Shareholders’ register, earlier acquisition deeds and exact parties.
• Current articles, shareholders’ agreement and relevant approvals or offers.
• Intent documents, purchase contract, price calculation and payment conditions.
• Overview of directorship, work, loans and personal security.
• Draft conveyance deed, outstanding conditions and post-completion arrangements.

9. Check the shares and rights, not only the percentage

Use the same entity, quantities, numbers and share class in every draft. KVK explains that the share register also records special rights such as pledges, usufruct and certification. Where register and deeds differ, seek explanation or correction first. A missing register requires reconstruction with the notary, rather than a self-completed replacement pretending all historical facts are established.

Nominal capital, agreed purchase price and voting or profit rights are different quantities. A high price does not itself buy extra votes. Compare the percentage offered with the articles and shareholder agreement. For depositary receipts, examine the separate relationship with the STAK; see receipt holders and STAK disputes.

10. Fictional example: buying existing shares or issuing new ones?

A bv has 500 shares and an investor wants 50. Buying 50 existing shares leaves 500 in this simplified example: 50 of 500 is 10% of the number of shares. Issuing 50 new shares alongside the existing 500 produces 550 total, with a holding of 50 of 550. The same words ‘50 shares’ therefore describe different transactions.

This calculation assumes no equal voting or profit rights and establishes no value, tax effect or valid issuance. Identify who receives the money: the seller on a sale or the bv for new-share contributions. Split a mixed proposal into separate steps. Buying the business also requires acquisition investigation; checking the transfer deed does not replace that broader inquiry.

11. Distinguish an outstanding condition from refusal to perform

For each missing item, record the agreement requiring it, who must act and when. A financing-conditional purchase differs from an unconditional purchase where someone fails to attend. Include earlier extensions and statements about satisfaction of conditions. Before alleging breach, establish which obligation actually applies at that point.

When agreeing a revised transfer date, align payment, warranties and risk arrangements with the final document. Record amendments demonstrably and check what rights are surrendered. For a wider underlying disagreement, see shareholder disputes. A settlement agreement can resolve the dispute, but does not replace the notarial transfer required for shares in a Dutch bv.