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What is a BV share transfer? It is the transfer of shares in a private limited company from one shareholder (the seller) to another (the buyer), whereby ownership and the associated control and profit rights are transferred along with them. In the Netherlands, the transfer of these shares must take place via a notarial deed — a private agreement alone is not sufficient. Anyone who acquires, sells, or internally redistributes part or all of a BV will sooner or later have to deal with this.
The short answer
- What: transfer of shares in a private limited company from seller to buyer, with associated control and profit rights.
- Form: mandatory via notarial deed (transfer), usually preceded by a purchase agreement.
- Blocking arrangement: the articles of association often stipulate that you must first offer shares to co-shareholders.
- Register: the shareholders' register is updated after delivery.
- Tax: consequences in Box 2 (substantial interest) or via the participation exemption for a holding company.
What exactly is a share transfer BV?
A share represents participation in the capital of a private limited company (BV). Anyone who holds shares is a (co-)owner and therefore has voting rights at the general meeting and a right to a share of the profits (dividend). In the event of a share transfer, these rights are transferred to another party.
Important distinction: in a share transaction, you acquire the BV as a whole, including assets, liabilities, contracts, and obligations. This differs from an asset-liability transaction, where you only purchase individual components (for example, inventory, customers, or a brand). With shares, the business continues legally unchanged — only the owner changes.
Transfer by notarial deed
In the Netherlands, the transfer of shares in a private limited company (BV) is legally required by a notarial deed (Article 2:196 of the Dutch Civil Code). Without that deed, the transfer is not legally completed, even if the parties have signed a purchase agreement.
The order is usually:
- Purchase agreement: buyer and seller determine price, terms, warranties, and takeover date.
- Complete the blocking procedure: finalize any obligation to make an offer or obtain approval (see below).
- Notarial deed of transfer: the notary executes the deed; at that moment, the shares are legally transferred.
- Register update: the shareholders' register is being amended.
The purchase agreement and the deed of transfer are therefore two separate steps. The purchase records the agreement; the deed executes the transfer of ownership.
The blocking arrangement
Many private limited company articles of association contain a blocking provision. This restricts the free transferability of shares and protects existing shareholders against an unwanted new co-shareholder. Two common forms:
- Offer procedure: you must first offer your shares to the other shareholders before you may sell to an outsider.
- Approval procedure: the transfer requires permission from, for example, the general meeting.
Since the introduction of the Flex-bv, a blocking arrangement is no longer mandatory — the articles of association may also stipulate that shares are freely transferable. Therefore, always check the current articles of association before a sale. Anyone who skips the obligation to offer shares for sale risks having the transfer invalidated.
The shareholders' register
Every private limited company (BV) must maintain a shareholders' register. This register contains the names and addresses of the shareholders, the number and type of shares, and the amount paid up. After a share transfer, the register is updated with the new shareholder.
Please note: the register is not proof of ownership in itself — the notarial deed is. The register is an administrative overview that the BV must keep up to date. The BV (the board of directors) is responsible for maintaining it, not the notary, although in practice the notary often assists in the entry.
Tax aspects
The tax consequences depend on who holds the shares:
- Private shareholder with a substantial interest (5% or more): profit from the sale falls under Box 2. Since 2024, the Box 2 tax rate has two brackets.
- Holding company selling shares in an operating company: under the participation exemption, the capital gain is often exempt from corporate income tax. This is a major reason why many entrepreneurs operate through a holding structure.
- Transfer tax: may apply to a private limited company that primarily owns real estate (real estate legal entity).
The tax route often determines whether a transfer is attractive. Have a tax specialist or accountant perform the calculations before agreeing on a price.
Brief practical example
Two partners each hold 50% in a consultancy firm. One wishes to exit. The articles of association contain an offer provision, so he first offers his shares to the other. They agree on a price, record it in a purchase agreement, and the notary draws up the deed of transfer. The shareholders' register is updated: the remaining partner now holds 100%. Because the departing partner held the shares through his personal holding company, the capital gain falls under the participation exemption.
Honest recommendation
A notarial deed is mandatory for every share transfer — there is no way around it. Therefore, you always need a notary for this step. Where things usually go wrong is with the preceding purchase agreement: guarantees, indemnities, payment arrangements, and ongoing agreements between the parties. For a simple, small transfer between two parties who are in complete agreement, a standard purchase agreement may suffice, and you do not need a separate legal expert in addition to the notary. However, if it concerns a substantial price, guarantees on the figures, phased payment, or an earn-out, have the purchase agreement reviewed before you sign. From a tax perspective, it almost always pays to have an accountant perform the calculations beforehand.
Want to know more? Read how to drafting a BV share transfer and when the drafting of the BV share transfer . Ready to get started? View our BV share transfer.
Frequently Asked Questions
The transfer of shares in a private limited company from the seller to the buyer, including the associated control and the right to profit. The transfer must take place by means of a notarial deed. Usually, a purchase agreement precedes this.
Yes. The transfer of shares in a private limited company must be effected by means of a notarial deed (Article 2:196 of the Dutch Civil Code). Without that deed, the transfer is not legally completed, even if a purchase contract has been signed. The deed actually executes the transfer of ownership.
A provision in the articles of association that restricts the free transferability of shares, usually through an obligation to offer them to co-shareholders or an approval requirement. Since the introduction of the Flex-bv, it is no longer mandatory; always check the current articles of association before selling.
In a share transfer, you take over the entire BV, including debts, contracts, and obligations; the business continues legally unchanged. In an asset-liability transaction, you only purchase individual components, such as inventory, customers, or a brand.
After the transfer, the shareholders' register is updated with the new shareholder. The board of directors of the BV is responsible for maintaining it. The register is an administrative overview; the proof of ownership is the notarial deed.
For a private individual with a substantial interest (5% or more), the profit falls under Box 2. If a holding company sells shares in an operating company, the profit is often exempt via the participation exemption. In the case of a real estate BV, transfer tax may apply. Have a tax specialist perform the calculations.
That depends on the articles of association. If there is an offer arrangement, you must first offer your shares to the co-shareholders. If there is an approval arrangement, consent is required. If the shares are freely transferable under the articles of association, it can be done without those steps — but the notarial deed remains mandatory.
