Netherlands (NL)

Jurisdiction Overview

IDQuestionAnswer
172 *Are bearer shares available? Yes, unregistered bearer shares are available/circulating or registered by a private custodian.
 Data Date: 2019

Notes

 
In 2019 the Netherlands passed a law about bearer shares for unlisted NVs. However, immobilisation may take place with a private intermediary (bank or investment firm). The Dutch government wrote: "it will only be possible to trade in shares via a securities account kept by an intermediary, such as a bank or an investment firm. As a securities account is linked to the holder's name, trading bearer shares anonymously will no longer be possible. If necessary, investigative services will be able to request the account holder's information from intermediaries" (government.nl). Other confirmed this: "As of 1 July 2019, both legal structures are only allowed to issue registered shares. NVs will no longer be allowed to issue bearer shares. Public limited companies that have issued bearer shares, must adjust their statutes before 1 January 2020. Owners of bearer shares can have their shares exchanged for registered ones until 1 January 2021. You can still trade shares via a bank or another intermediary that manages security accounts for their (registered) clients. In that case, it is the duty of the intermediary to keep track of the identity of the owners of the shares." (business.gov.nl).
 
In 2011 the Global Forum wrote, "The Netherlands’ law allows public limited liability companies (NVs), both listed and unlisted, to issue shares in registered or bearer form. [...] Information concerning the holder of bearer shares is not required to be maintained by the Commercial Register or in the company’s own register of shareholders" (GF 2011: 38-39). While there seems to be a mechanism to identify owners of bearer shares in the case of listed NVs, this does not apply to unlisted NVs: "Holders of bearer shares of listed companies can be identified via the central clearing institutions" (ibid.: 39). Furthermore, the Global Forum specifies: "Corporate tax returns for unlisted NVs require information on all shareholders indicating the name address, city of residence and country code for shareholders if resident abroad. [...] [It is] unclear that in absence of the requirement to keep information on the bearer shares and the absence of obligations on them to know the current holder of bearer shares which can be traded anonymously, how the company could fulfil this obligation" (ibid.: 39; [TJN-Note]).

Sources

GF 2011: 38-39, 17; GF 2019: 47-49
 
https://www.government.nl/latest/news/2017/04/11/blok-holders-of-bearer-shares-no-longer-anonymous
 
https://ttps://business.gov.nl/starting-your-business/choosing-a-business-structure/public-limited-company/