Custom legal document

Drafting BV share transfer

Have it drafted, amended, or reviewed by our legal experts and/or lawyers starting from 99
SME Lawyers

A template from the internet usually does more harm than good.
Have a lawyer review it and protect yourself against blunders, fines, and bitter consequences.

  • Truly Tailor-Made Legal Solutions
  • Fixed rates
  • Pay later after draft
  • Free adjustment round
  • Delivered within 5 working days
  • Express delivery possible
  • Available in Dutch and English

How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

  • Lawyers and in-house counsel
  • Active since 2001
  • Affordable custom legal services
  • Always focused on practical use

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Floris

Clear agreements and a neat delivery. A perfect balance was struck between protecting our company and not deterring customers. Everything was delivered neatly and on time.

Aya

Communication was direct and efficient, exactly what we were looking for. The language in the contract was modern and clear, without archaic terms. The quality fully met our expectations.

Marloes

We urgently needed a lawyer and were helped immediately. The draft was provided with helpful notes in the margin for clarification. Everything was delivered neatly and on time.

Karim

They acted quickly when we indicated that it was urgent. They understood that, as a startup, we have different needs than an established corporate. These documents will undoubtedly save us a lot of headaches in the future.

Mick

No time was wasted on unnecessary formalities. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. Everything was delivered neatly and on time.

Daphne

The direct contact and the absence of hidden costs were the deciding factors. It felt like we had an in-house corporate counsel for the duration of the project. These documents will undoubtedly save us a lot of headaches in the future.

Lieke

The consultation provided immediate clarity. The lawyer needed only half a word to create the right context. A party that delivers on what it promises on its website.

Najat

Practical advice that we could use immediately. It was nice that they didn't charge by the hour for a simple extra question. The service was professional and personal.

Rob

No waiting times or endless menus; we got someone on the line immediately. The expertise regarding privacy and GDPR was clearly noticeable and up-to-date. The end result aligns 100% with our high standards.

Charlotte

The process started immediately after our agreement, without delays. Legal jargon was avoided where possible or explained in plain language. Everything was delivered neatly and on time.

Milan

From day one, there was open and honest communication. The lawyer pointed out aspects we hadn't considered ourselves. These documents will undoubtedly save us a lot of headaches in the future.

Sara

The intake was not only informative, but we learned a lot right away. We received an excellent explanation of the implications of the applicable law in our international contracts. The service was professional and personal.

Claudia

The approach was professional and personal. The concept was ready quickly and highly usable. A party that delivers on what it promises on the website.

Sebastian

The expertise was immediately evident from the first contact. The speed with which complex legislative changes were integrated into our document was excellent. Our clients are responding positively to the clear general terms and conditions.

Jeroen

Excellent communication and a carefully drafted document. We received a clear explanation of the risks. Fantastic value for money for this level of expertise.

Hamza

We had never hired a lawyer before, but this was a very pleasant first experience. The personal involvement made us feel truly supported. The end result aligns 100% with our high standards.

Dounia

The process ran smoothly and was well-organized. The lawyer needed only half a word to create the right context. The document was flawlessly accepted by our investors.

Saar

We received pleasant assistance from the very first contact. They did not make things unnecessarily difficult regarding minor changes outside the scope. The document was accepted flawlessly by our investors.

Karima

Excellent communication and a carefully drafted document. The attention to detail when reviewing the fine print was phenomenal. The quality fully met our expectations.

Ayman

We didn't know exactly which document we needed, but received sound advice immediately. We exchanged quite a few emails, but the responses remained quick and helpful. It is clear that they have a passion for entrepreneurship.

Wim

They acted quickly when we indicated that there was a sense of urgency. The document was clearly aligned with our working method. The document was accepted flawlessly by our investors.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
  • First consultation free and without obligation
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
  • You will get a feel for the office and the people faster
  • The video supports the choice for customized legal solutions
  • After that, you can immediately request a quote or intake

What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A few key choices determine how comprehensive and risk-mitigating the agreement needs to be. Answer these questions before having it drafted.

Choice or question Why this matters legally
Are you selling all the shares or a portion? In the case of a partial transfer, you remain joint shareholders; in that instance, agreements regarding control and a shareholders' agreement are particularly important.
Has due diligence taken place? Due diligence determines which risks are known and, consequently, which guarantees and indemnities are required.
How much weight do the guarantees carry? The buyer wants extensive warranties, while the seller prefers limited ones; threshold amounts, a maximum, and terms bring this into balance.
Are permissions or conditions required? Financing, bank approval, co-shareholders, or a blocking arrangement may serve as a suspensive condition.
Will the seller remain involved? A retention arrangement or handover period requires additional agreements regarding role, remuneration, and competition.
Clauses and provisions

Which components belong in a share transfer of a private limited company?

A watertight share transfer regulates not only the price, but also the guarantees, conditions, and the transfer itself. The components below belong in virtually every transaction.

Provision Relevant to Legal point of attention
Parties and shares Always Who is selling, who is buying, and exactly which shares (number, type, nominal value) are being transferred.
Purchase price and payment Always The price, any adjustment mechanisms, and the time and method of payment.
Suspensive conditions Subject to reservation For example, financing, due diligence, or third-party consent before the transfer becomes final.
Warranties and indemnities Almost always Statements by the seller regarding annual figures, debts, taxes, contracts, and personnel; indemnities for known risks.
Non-compete and non-solicitation clauses Upon sale of the company Prevents the seller from immediately competing again after the transfer or taking customers with them.
Transfer via notary Always The actual transfer of the shares takes place by notarial deed (Art. 2:196 BW).
Shareholders' Register Always The board records the transfer in the shareholders' register (Art. 2:194 BW).
Liability and damage Almost always What happens in the event of a breach of warranties: threshold amounts, maximums, and time limits within which claims can be made.
Use in practice

How do you use this document correctly?

The purchase agreement is the foundation, but the transfer is only complete after a number of fixed steps. Follow this sequence.

Situation What should you do? Point of attention
For signature Have the draft checked and conduct due diligence This way, you avoid giving or missing guarantees regarding matters you are unfamiliar with.
Upon signing Sign the purchase agreement and settle the terms This ensures that the commercial and legal agreements are formalized before you go to the notary.
Upon transfer Have the notarial deed of transfer executed The shares are only legally transferred by means of a notarial deed (Art. 2:196 BW).
After the transfer Update the shareholders' register and keep all documents The registration (Art. 2:194 BW) makes the new shareholder known and serves as proof.
Common mistakes

Common mistakes

In share transfers, most conflicts arise from unclear guarantees and forgotten formalities. Avoid these common mistakes.

Wrong Consequence Better approach
Include no or vague guarantees The buyer bears the cost of hidden debts or additional assessments Establish concrete guarantees and indemnities with a clear scope.
Do not arrange the transfer through the notary The shares have not been legally transferred Always have a notarial deed of transfer executed (Art. 2:196 BW).
Do not conduct due diligence Risks only come to light after the purchase Conduct due diligence and align warranties accordingly.
Do not limit liability Endless claims or, conversely, no recovery possible Agree on the threshold, maximum, and claim periods.
Do not update the shareholders' register Uncertainty about who is a shareholder Register the transfer immediately in the register (Art. 2:194 BW).
Risk profile

What is your situation and what do you pay attention to?

The points of attention vary depending on the situation. If you recognize your position, you will know where the emphasis of the agreements lies.

Risk profile Example Focus in the document
You are a seller You want to cash out and avoid years of liability Limit warranties, threshold, maximums, and terms; exclude known risks.
You are the buyer You are buying a company that you do not fully know Demand substantial warranties and indemnities and conduct thorough due diligence.
Partial transfer You remain joint shareholders Regulate control, decision-making, and exit in a shareholders' agreement.
Family or business succession Transfer within the family or to staff Pay attention to valuation, tax implications, and any phased payment.
Additional documents

When is this document not enough?

A share transfer regulates the transfer of the shares, but not every situation surrounding it. In these cases, you need an additional document.

Situation Supplementary document Why
Situation Related document Explanation
You remain shareholders together with others Shareholders' Agreement Regulates control, profit distribution, decision-making, and an exit arrangement between shareholders.
The seller or buyer will collaborate operationally Management Agreement Establishes the role, remuneration, and obligations of a continuing director or manager.
You share confidential business information during the process Confidentiality Agreement Protects figures and sensitive data that you share before and during due diligence.
Explanation of this document

Drafting a BV share transfer document, why?

Not every entrepreneur knows exactly what a BV share transfer is, when you need it, and which risks it must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What is a share transfer?
A share transfer is the legal act whereby ownership of shares in a private limited company (BV) or public limited company (NV) passes from one shareholder to another. In the case of a BV, the share transfer requires a notarial deed of transfer: without this deed, ownership of the shares does not transfer, even if the buyer and seller agree on the price and conditions. The share transfer is the legal execution of the share purchase agreement—it is the moment of closing at which the rights to the shares definitively pass to the buyer. A share transfer takes place during company acquisitions, upon the entry or exit of shareholders, upon the issuance of new shares to an investor, and upon the transfer of shares within a family structure or management team. Our lawyers guide you through the entire share transfer process: from assessing the articles of association for blocking provisions and approval requirements to preparing the notarial deed of transfer, shareholder resolutions, and updating the shareholders' register.
What formal requirements apply to the transfer of shares in a private limited company?
The transfer of shares in a private limited company (BV) is subject to strict legal and statutory formalities. Pursuant to Article 2:196 of the Dutch Civil Code, the transfer of shares in a BV must take place by means of a notarial deed executed by a notary authorized in the Netherlands. Without a notarial deed, the transfer is void — the shares do not transfer, even if the purchase price has already been paid. In addition to the notarial deed, statutory formalities , which vary per company. The most common are the blocking provision — an obligation to offer the shares, whereby the transferring shareholder must first offer the shares to the existing shareholders — and the approval provision, whereby a body of the company, usually the General Meeting of Shareholders (AVA) or the Management Board, must grant approval for the transfer. If the required approval is lacking or the obligation to offer the shares has not been complied with, the transfer is voidable. Our lawyers review the articles of association for all applicable formalities and ensure that all steps are correctly followed before the notarial deed.
What is the blocking arrangement and how does it work in the case of a share transfer?
The blocking provision is the statutory provision that restricts the free transferability of shares to keep unwanted shareholders out. The two most common forms are the obligation to offer and the approval provision. Under the obligation to offer, the shareholder wishing to sell must first offer their shares to the other shareholders or to the company itself, at a price determined by the articles of association or by experts. Only if the existing shareholders do not accept the offer may the shares be transferred to a third party. Under the approval provision, a body designated for that purpose—the General Meeting of Shareholders, the Supervisory Board, or the Management Board—must grant permission for the transfer. If the body refuses permission without designating a buyer willing to acquire the shares at the same price, it loses its right of blocking, and the shareholder may transfer freely. A particular point of attention: many BV articles of association were drafted prior to the Act on the Simplification and Flexibilization of BV Law (Flex-BV) of October 1, 2012, and contain outdated blocking provisions that no longer align with current law. Our lawyers review the articles of association for the applicable blocking provision and guide the procedure.
Which shareholder resolutions are required for a share transfer?
Depending on the Articles of Association and the Shareholders' Agreement, one or more shareholder resolutions required for a share transfer. The most common is a resolution by the General Meeting of Shareholders (AVA) or the Management Board to approve the transfer if the Articles of Association contain an approval provision. Additionally, a resolution may be required to amend the Shareholders' Agreement if the new shareholder accedes to it, to adjust the management agreement or employment contract if the transferring shareholder is also a director or employee, and to update powers of attorney and banking privileges if these are linked to the shareholding. In the case of a transfer involving the departure of a Director-Major Shareholder, consideration must also be given to the consequences for the customary salary obligation and the tax position of the remaining shareholders. Our lawyers draft the necessary resolutions and ensure the correct sequence of decision-making and execution.
How does the notarial transfer proceed and what happens afterwards?
The notarial transfer is the moment at which the share transfer is legally completed. The notary grants the deed of transfer of shares, in which the seller declares to transfer the shares to the buyer and the buyer declares to accept them. The deed refers to the underlying purchase agreement and confirms that all suspensive conditions have been met. After the execution of the deed, the notary or the company updates the shareholders' register: the register in which the name and address of all shareholders, the number and type of shares, and the date of acquisition are recorded. The shareholders' register is the official proof of shareholding — a shareholder who is not listed in the register cannot exercise their rights as a shareholder. Our lawyers coordinate the notarial transfer and ensure that the shareholders' register is correctly updated immediately after closing.
What are the tax consequences of a share transfer for the buyer and seller?
The tax consequences of a share transfer depend on the seller's structure. If the seller is a private individual holding the shares directly: the capital gain on the shares is taxed in Box 2 of the income tax at a rate of 24.5% up to €67,000 and 31% above that (2025). If the seller holds the shares via a holding company: the holding company can apply the participation exemption if it has a qualifying interest, meaning the capital gain is tax-free at the holding level. The profit is then available for reinvestment in the holding without direct taxation. For the buyer , the acquisition of shares is not subject to transfer tax. The tax structuring of the transfer—direct or via a holding company, timing, and the possibility of a taxable or tax-free contribution—determines the net proceeds for the seller and the buyer's tax position after closing. Our lawyers advise you on the tax optimization of your share transfer in close cooperation with your tax specialist.
How does it work at MKBjuristen?
Following an intake regarding the share structure, the intended transfer, and the tax position of the buyer and seller, our lawyers guide the entire share transfer: review of the articles of association for blocking provisions and approval requirements, preparation of shareholder resolutions, coordination with the notary for the deed of transfer, updating of the shareholders' register, and tax advice on the optimal transfer structure.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

Contact us

Annelore Hendriks

Want to know more about our services?
Then contact our specialists.

Newsletter for entrepreneurs

Receive practical legal tips in your mailbox

Register now

Enter your email address and receive our newsletter.

No spam. Only legal tips.
By registering, you agree to our privacy statement.
SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
Free consultation