Importance of the Shareholders’ Register

The Shareholders' Register

Every private limited company (bv) has a Shareholders’ Register which records who the shareholders of the bv are. This can be just 1 shareholder, but it can also be many more. A public limited company (nv) also has a Shareholders' Register.
The register also states:

• When the company was founded, with which notary, and whether the articles of association have been changed since incorporation.
• How many shares make up the the capital of the company, and their value according to the articles of association.
• How and when the shareholders became owners of the shares.
• Whether there are any shares with special features, such as a right of pledge (pandrecht) or usufruct (vruchtgebruikrecht) It also states whether the shares are certified.

Clear ownership

As an owner of shares, you are entitled to profit from and control of the company. If you sell some or all of your shares, the notary who makes the deed of transfer of the shares adds the details of the new shareholder to the Shareholders' Register. The notary also records how many shares are sold and their numbers. This means the Shareholders' Register always gives an up-to-date overview of the owners of the shares. This also makes it clear who should be invited to the shareholders' meeting and who can vote there.

If you open a bank account for your company or borrow money from a bank or other lender, they will often ask to see the Shareholders' Register. This is because when a bv or nv has more than one shareholder, there is no information about this on the extract from the Business Register. The lender can also see whether there are any special rights attached to the shares.

Storing and recording changes

Upon incorporation of your company, the civil-law notary will give you the Shareholders' Register. In many cases, this is a blue booklet. But it may also have a different appearance or be a digital file.

The board of the company must store the Shareholders' Register at the company's address. A digital file should be available for viewing there. When there is a change to the articles of association and a change in ownership of shares, the notary records this in the register. They then return it to you. The notary does not store the register.

The board of the company must also process changes that shareholders pass on themselves in the Shareholders’ Register. For example, the change of a shareholder's address.

What to do if you lose the Shareholders’ Register

If you have lost the Shareholders’ Register, a civil-law notary can reconstruct it for you. The notary will have to look up all deeds relating to the company, such as the deed of incorporation, deeds of amendment of the articles of association, and deeds of transfer of shares. They record this information in a replacement Shareholders’ Register. As a board, you will have to make a statement on the accuracy of all data included in this process. This costs time and money. So, make sure you store the original Shareholders' Register carefully.

Not public

Not everyone is allowed to inspect the Shareholders' Register. The company’s board must allow a shareholder, a usufructuary, a pledgee, and a depositary receipt holder with meeting rights to inspect the register.

Central Shareholders’ Register

The Dutch parliament is considering a proposal to establish a Central Shareholders' Register (CAHR). This is to help fight financial crimes such as money laundering. The CAHR is a national register in which notaries digitally keep track of the changes for each bv and nv. Like an ordinary Shareholders' Register, the Central Shareholders' Register will not be public. It is not known when the regulation will come into effect.

Difference between CAHR and UBO registers

The UBO register lists the ultimate beneficial owners of an organisation. UBOs are, for example, shareholders who hold more than 25% of the shares of a bv. But the CAHR, like the current Shareholders’ Register, will register all shareholders of a bv and nv, including those with only a few shares.