Shareholdings

What is a shareholding

A shareholding is a contiguous series of shares issued by the company.

All shareholdings must be included in a company’s shareholders register with information about who owns each shareholding. The information that must be included in the shareholders register is, for instance:

  • Each share’s number and the nominal value of such.
  • The shareholder’s name and ID number, organisation number or other identification number and mailing address.
  • Whether share certificates have been issued.
  • Which types of shares the shareholding consists of if there are different classes of shares in the company.
  • Whether the shares are encumbered with right of pledge or usufruct.
  • Where appropriate, if the shares are subject to contractual restrictions.
  • All movements regarding the shares, being transfers, issues, splits etc.

Shareholdings consist of shares, what is a share?

A share is a holding in a company that is registered as a limited company. When you own a share you are a partner in this company. Different shares in the share register can be associated with different attributes.

Shareholdings are in the shareholder register, why have a shareholders register?

First of all, it is obliged by law for every limited liability company to have an up to date shareholders register. The shareholders register shows who owns the company. The shareholders register’s function is regulated in the Companies Act (Burgerlijk Wetboek) and the Board is responsible for keeping it accurate and updated. The shareholders register’s purpose is to provide the basis for the exercise of shareholder rights in the company and give the company, the shareholders and others a basis for assessing the ownership structure of the company. For a civil-law notary to perform his services required by law for a share transfer, issue, split, pledge etc, he will rely partly on the shareholders register which must correspond with the underlying corporate documents showing each movement and therefore, the register must be up to date at all times. For more information about a company’s shareholders register read more here.

The Board is responsible for the shareholders register

Each company must keep a register of all the company’s shares and shareholders. The Board of the company is responsible for keeping a shareholders register. When a share is sold or when the information in the share register otherwise changes, the change is immediately recorded in the shareholders register and signed off by the Board.

A share register must be maintained as long as the company exists and kept 7 years after the company is dissolved.

The share register’s availability

The shareholder register of a listed company is semi-public and must be made available to everyone at the company. If the register is kept on computers a printout of it that is not older than three months must be provided by the company on request. This is not the case for non-listed companies being a BV company or a non-listed NV company. For non-listed companies, the shareholders register is not public and is kept in the company’s corporate files.

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