BEARER SHARES AND THE LAWS OF THE NETHERLANDS ANTILLES
It is not possible to directly issue bearer shares
On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code) became effective. Since that date it is no longer possible to (directly) issue bearer shares. Also, a ‘deed of issuance’ is required: this instrument must be signed by the company and the shareholder (subscriber). No deed, no issuance.
Bearer shares may only be issued if fully paid up. A company with only bearer shares has no shareholders’ register. Only a public limited liability company (NV) may issue bearer shares, provided that registered shares be issued first, which subsequently may be converted into bearer shares. The issuance (of registered shares) requires a ‘deed of issuance’, which must be signed by both the company and the subscriber. Without such deed the subscriber acquires no shares!
Regarding bearer shares, no transfer deed is required as far as Netherlands Antilles law is concerned. Bearer shares are transferred by surrendering share certificates. The transfer of ownership is thus accomplished simply by the transfer of the certificate.
Under Netherlands Antilles international private law, the general rule is that the ‘lex rei sitae’ determines who holds legal title to movable assets and whether and how they can be transferred. In other words, this is determined by the laws of the country in which the goods are actually located. Under Netherlands Antilles law, bearer shares qualify as movable assets. If the shares in the capital of a Netherlands Antilles company are in Switzerland, Swiss law determines whether and how they can be transferred.
Karel Frielink
Attorney (Lawyer) / Partner
