Why your business needs a shareholder register

If you have a bv (private limited company) in the Netherlands, you have a shareholder register. The notary who registered your company with KVK draws it up for you and manages it. The shareholder register documents who owns the shares in your company. If you want to prove ownership of shares in your bv, you need to be able to show this register. The notary registers changes in the articles of association and share ownership in the shareholder register. Where can you find this register? And what can you do if you lose it?

The shareholder register

Every Dutch bv has a shareholder register: a register of all the shareholders in the company. It can be one shareholder or many. If you run a non-publicly traded naamloze vennootschap or nv, you also have a shareholder register. 

Besides the shareholder information, this register contains the following information:

  • When the bv was set up, which notary (firm) drafted the articles of association, and whether or not these articles have been changed since the deed of incorporation was finalised.
  • Into how many shares the bv capital is divided, and which value these shares have according to the articles of association.
  • How and when the shareholders acquired their shares.
  • Whether there are shares with special properties, such as a right of pledge or usufruct (the right to profit). Certified shares are also documented.

Clear ownership

As the owner of shares, you are entitled to profit and a say in the running of the bv. If you sell bv shares, the notary who draws up the deed of delivery of the shares will register the details of the new shareholder in the shareholder register. They will also document how many shares were sold, and what the share numbers are. That way, the shareholder register always presents a clear and current picture of the share owners. And it is always clear who should be invited to the shareholders' meeting, and who gets to vote.

If you open a bank account for your bv, or lend money from a bank or other financier, they will often ask to view the shareholder register. Your Business Register extract only contains information about one main shareholder in the bv; the shareholder register will give them the information about any other shareholders, plus any special rights connected with the shares.

Keep and manage

When the bv is set up, the notary will hand you the shareholder register. In many cases, it comes in a blue booklet. It may look different, however, or it may be a digital file. 

Het board of the bv has to store the shareholder register at its company address. If it is a digital file, you need to be able to consult it there. If there is a change in the articles of association or in the ownership of the shares, the notary will document this in the register, then give it back to you. The notary does not keep or store the shareholder register. 

The bv board also has to process changes submitted by shareholders themselves in the shareholder register. For instance, the address change of a shareholder.

The shareholder register is missing, now what?

Hang on carefully to your shareholder register. It is not irreplaceable, but replacing it costs time and money.

If you lose your shareholder register, the notary can reconstruct it for you. They will consult all the deeds concerning the bv, such as the deed of incorporation, change of articles of association deeds, and share delivery deeds, and document them in a replacement shareholder register. The board has to issue a statement on the correctness of all the details.

Not public

Not everyone may view the shareholder register. The board of the bv must allow access to the register to: a shareholder, a usufructuary, a pledge holder, and a holder of a certificate with meeting rights.

Law proposal: Central Shareholder Register

To avert problems resulting from ill-kept or missing shareholder registers, the political parties PvdA and SP have issued a initiial law proposal to establish a Central Shareholder Register (Centraal Aandeelhoudersregister, CAHR). This CAHR would be a national register, and notaries would manage the registrations for each bv digitally. Just like any individual shareholder register, this CAHR would not be publicly available.

Difference between CAHR and UBO Register

The UBO Register lists the Ultimate Beneficial Owners of an organisation. For example, a shareholder who owns more than 25% of the stock in a bv. The CAHR, if the law proposal is adopted, will contain all shareholders of a bv, including those who only own a few shares.