Why your BV has a Shareholders’ Register

When you start a BV, you get a Shareholders' Register from your civil-law notary. This is often a blue booklet. But it is sometimes also a digital document.

In the register, you can see how the shares of the BV are divided. Is there just 1 shareholder, a small group, or many more? 

Information in the Shareholders' Register

The following information should be in the shareholder register:

• How many shares there are and what those shares are worth at the start of the BV.
• Who the owners of the shares are (names, addresses, contact details).
• The number of shares an owner has and the unique numbers of those shares.
• How and when the shareholders became owners of the shares, for example, by buying them.
• Whether special agreements have been made about any shares (see below).
• When the BV was incorporated and with which civil-law notary.
• The dates on which the BV's articles of association have been amended.

If the details of shareholders change, you need to update the register. The board of the BV is responsible for keeping it up to date.

The civil-law notary usually updates the register if, for example, shares change hands or the articles of association change. But the board of the BV must also record changes. If a shareholder has a new address, for example.

When is a civil-law notary needed?

Are you selling BV shares? Or do you want changes to the articles of association? For example, about the distribution of shares or profits? Then go to a civil-law notary.

The civil-law notary puts these changes in a notarial deed. This document is signed by the notary and all parties involved. When selling shares, for example, these parties are the seller, the buyer, and the director(s) of the BV.

But first, the civil-law notary will ask you for the Shareholders' Register. This way, they can see what the situation of the BV is. After signing the notarial deed, the civil-law notary often also enters the changes in the shareholders' register. The board of the BV remains responsible for ensuring that the information in the register is correct.

Special agreements on shares

Special agreements are sometimes made about shares, such as a right of pledge (pandrecht) or usufruct (vruchtgebruikrecht). Or sometimes shares are certified. These agreements  are recorded by the civil-law notary. These agreements must also be recorded in the shareholders' register.

Right of pledge

If a bank lends money to someone, the bank makes arrangements to make sure they get the money back. The person who lends the money must give valuable property, shares for example, as collateral. If they cannot pay back the loan, the bank may sell the shares. This is called a right of pledge.

Usufruct

Usufruct is the right to use goods that someone else owns. You can also be a ‘usufructuary’ of someone else's shares. Then you are entitled to the profit distribution, the money that the BV pays to the shareholders when it makes a profit.

Stock certificates

Shareholders of a BV can decide to exchange their shares for stock certificates. This is done at a Trust Office Foundation (STAK). A stock certificate proves that someone owns part of the BV.

Anyone who holds stock certificates is thus entitled to a share of the BV's profits. But they do not have voting rights on the future of the company, as a normal shareholder has. 

Shareholders’ meeting and the register

Are you organising a shareholders' meeting? Then check in the register who the shareholders are so you can be sure you invite the right people. Some owners of shares may have voting rights and make decisions about the BV.

Others may be present and speak at the meeting. This is called meeting rights. The Shareholders’ Register shows who has what right. 

Proving ownership with a register

If you need to prove that you own shares, you must show the Shareholders' Register. For example, are you opening a bank account for the BV or borrowing money from a bank? Then the bank often wants to see the register. The bank wants to know who the shareholders are and whether there are special rights or agreements attached to the shares.

Storing and updating the register

The board of the BV must keep the Shareholders' Register at the company's address, on paper or digitally. The civil-law notary does not have a copy of the register. The notary changes it only after drawing up a notarial deed. The board of the BV is responsible for storing and maintaining the register.

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 stock certificate holder with meeting rights to inspect the register.

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 then record this information in a replacement Shareholders’ Register. The BV's board members must sign the new register to confirm the accuracy of  the information it contains. This process costs time and money. So, make sure you store the original Shareholders' Register carefully.