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A share transfer is arranged via a notarial deed (Article 2:196 of the Dutch Civil Code). Steps: review blocking arrangement, draft share purchase agreement (SPA), any amendments to the shareholders' agreement, execute notarial deed of transfer, update shareholders' register, Chamber of Commerce notification (where applicable). Lead time: usually one to three weeks after signing the SPA. Notary fees: €750 – €2,500.
The short answer
- Notarial deed required: without valid transfer.
- Blocking arrangement: check the articles of association — often mandatory to offer to co-shareholders.
- the shareholders' register after the transfer.
- UBO notification if the new shareholder becomes a UBO.
Step-by-step plan
- Testing the blocking clause: the articles of association often contain an obligation to offer shares — the seller must first offer shares to other shareholders. Only if they do not purchase is external transfer permitted.
- Shareholders' agreement: check for tag along, drag along, and leaver arrangements affecting the transfer.
- Share Purchase Agreement (SPA): regulates price, guarantees, and closing conditions. See share purchase agreement.
- Draft deed at the notary.
- AML investigation by notary at buyer's premises.
- Execution of the deed: shares are legally transferred.
- Shareholders' register: update with date, buyer name, share package.
- UBO notification if the buyer becomes a UBO after the transfer.
The blocking arrangement
Almost all BV articles of association contain a blocking provision — common:
- Obligation to offer: the seller first offers shares to co-shareholders at a predetermined price or formula.
- Response period: co-shareholders are often given 30–60 days to decide.
- External sale: only possible if co-shareholders do not buy.
Do not skip this step — a transfer in violation of the blocking provision is in principle invalid. Some articles of association provide for exceptions for family members or within a group.
Notarial deed
The notary draws up the deed of transfer with:
- Seller and buyer, with identification.
- Description of the share package (number, type, nominal value).
- Purchase price.
- Reference to SPA.
- Any restrictive conditions or pledges.
The deed regulates the legal transfer; the SPA regulates the arrangements surrounding it (guarantees, indemnities).
Update shareholders' register
The shareholders' register of the BV must be updated immediately after the transfer with:
- Date of transfer.
- Departing shareholder.
- Incoming shareholder.
- Number of shares and type.
- Any liens or restrictions.
The board is responsible. In case of loss or poor administration: see lost shareholders' register.
UBO notification
If the transfer results in a new person becoming a UBO (> 25% interest or control), a UBO notification must be submitted to the Chamber of Commerce within 8 days. A notification must also be submitted if the previous UBO ceases to exist.
How much does a share transfer cost?
- Notary: €750 – €2,500 for deed of transfer, depending on complexity.
- Legal Assistance (SPA): €1,500 – €10,000 for an SME deal.
- Tax advice: € 500 – € 5.000.
- Chamber of Commerce notification: usually included or small.
Honest recommendation
A share transfer is technically straightforward but requires careful execution. Forgetting the blocking clause or setting up the SPA carelessly often costs thousands of euros or worse. Engage a lawyer and notary from the start. For the entire sales process: how do I sell my BV.
Frequently Asked Questions
Via a notarial deed (Article 2:196 of the Dutch Civil Code). First, review the blocking arrangement, draft the SPA, submit the draft deed to the notary, conduct an AML/CFT investigation, execute the deed, update the shareholders' register, and, if applicable, file a UBO notification with the Chamber of Commerce.
For shares in a BV: yes. The law requires a notarial deed; without it, the transfer is invalid and the shares remain in the name of the seller. No private agreement can replace this.
A statutory provision requiring the seller to first offer shares to co-shareholders before an external sale is permitted. Almost all BV articles of association contain a blocking provision. Ignoring this leads to an invalid transfer.
After signing the SPA, typically 1–3 weeks: going through the blocking procedure (can take 30–60 days for a response), AML/CFT investigation, draft deed, passing. For quick deals (within a single holding structure), it can be done in a few days.
Notary €750 – €2,500. Legal assistance (SPA, due diligence input) €1,500 – €10,000. Tax assistance €500 – €5,000. Significantly higher for larger or more complex deals.
Not automatically required upon a change in share structure; the shares themselves are not listed in the Trade Register. However, this is required if the UBO changes (> 25% interest changes) — in which case a UBO notification must be submitted within 8 days. A notification must also always be submitted in the event of a change in directors.
Amending the Articles of Association (via Articles of Association amendment, €400 – €750 at a notary) is an option. Alternatively, agree on a deviation via a shareholders' agreement with the consent of all shareholders. Do not skip this — a transfer contrary to the Articles of Association is invalid.
