Home > Legal articles > Individual bearer shares in Dutch NVs to be abolished
The Dutch Parliament recently adopted legislation allowing holders of bearer shares in NV companies to be identified. The expected date of entry is 1 July 2019, at the latest. Under the new law, bearer shares can only be issued by way of a global certificate held by the central institute or an intermediary. Dutch NVs will have to convert issued bearer shares into registered shares before 1 January 2020 if the bearer shares are not yet included in a global certificate. Where the articles of association do not provide for conversion, companies must amend the articles by 31 December 2019. As of 1 January 2020, this conversion takes place by operation of law. The new law implements recommendations made by the Global Forum on Transparency and Exchange of Information for Tax Purposes and by the Financial Action Task Force aimed at preventing tax avoidance and combatting money laundering and the financing of terrorism. The new provisions create transparency about ownership of bearer shares.
Shareholders have until 2 January 2026 to acquire a “replacement share” for their bearer certificate. If companies do not amend their articles of association before 31 December 2019, they must do so at their next planned amendment. For a period of seven years after the new law takes effect, companies must include a statement in their management report about the new law and its impact on holders of bearer shares.
17 December 2020
EU Parliament approves new collective redress mechanisms for consumers
17 December 2020
End of financial year: foundations should check their records of payments
17 December 2020
Digital Services Act and Digital Markets Act: Commission flexes its muscles
16 December 2020
Corporate Governance Monitoring Committee identifies key focus areas in monitoring report
16 December 2020
Bill on management and supervision of legal entities – how it impacts NVs and BVs
2 December 2020
Virtual general meeting option further extended to 1 February 2021
17 November 2020
Bill submitted: stricter gender diversity rules on the horizon in the Netherlands
16 November 2020
Fake online reviews – back as area of enforcement by competition authorities
23 October 2020
Privilege of foreign in-house counsel: English court sets standard, Dutch to follow?
15 October 2020
De Brauw Blackstone Westbroek
Claude Debussylaan 80
1082 MD Amsterdam
The Netherlands
P.O. Box 75084
1070 AB Amsterdam
The Netherlands