How do you transfer shares in a Dutch B.V.?

Dutch term: Aandelenoverdracht B.V. | Legal basis: Article 2:196 BW

The transfer of shares in a Dutch B.V. requires a notarial deed of transfer (akte van levering) executed before a Dutch civil-law notary, under article 2:196 of the Dutch Civil Code. The transfer must be acknowledged by the company or the deed must be served on it. Unlike many other jurisdictions, share transfers in a Dutch B.V. cannot be completed by a simple stock transfer form.

Most B.V. articles of association contain transfer restrictions (blokkeringsregeling): an offer obligation to existing shareholders (aanbiedingsregeling) or a board or shareholder approval requirement (goedkeuringsregeling). The Flex-B.V. reform made transfer restrictions optional, but most B.V.'s still include them. The notary verifies compliance with the transfer restrictions before executing the deed.

Why it matters for international businesses

For international investors and groups buying or selling shares in a Dutch B.V., the notarial requirement and the transfer restrictions in the articles of association are the first procedural steps to check.