A SHARE TRANSFER UNDER NETHERLANDS ANTILLES LAW
Bearer shares versus registered shares
There are no legal restrictions as to the transfer of shares of a company. According to corporate law, the articles of association of a company may provide for certain restrictions.
Regarding registered shares, a share transfer deed has to be entered into between the transferor and transferee. In addition, for a duly transfer of the shares either this deed should be served on the company or the transfer of shares should be acknowledged by the company. The latter can easily be done by the company by co-signing the transfer deed for acknowledgement. The directors of the company have the statutory obligation to update the shareholders register.
Regarding bearer shares, no transfer deed is required. Bearer shares are transferred by surrendering share certificates. The transfer of ownership is thus accomplished simply by the transfer of the certificate. 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.
A transfer of shares listed on a stock exchange may also be made in accordance with the usual system on such exchange.
Karel Frielink
Attorney (Lawyer) / Partner
