6.3.2 Registered shares

As a principle, shares in a BV are registered and cannot have bearer form. This follows from Art. 2:175 paragraph 1 DCC, second sentence. Logically, this rule also applies in the event of conversion from an NV into a BV. In the event that an NV with bearer shares is converted into a BV, then the holders of such bearer shares become holders of registered shares in the BV by operation of law (van rechtswege) at the moment the entity becomes a BV. This view is acknowledged in case law.1

In contrast with the BV, an NV is free to choose the form of its shares. Pursuant to Art. 2:82 paragraph 1 DCC, the articles of association can provide for shares in either registered form or bearer form. As follows from paragraph 2 of Article 2:82 DCC, the articles of association may even provide for shares that can be converted from registered form into bearer form and vice versa.

It should be noted that an NV complying with the abovementioned rule onder (1) might nonetheless have bearer shares, as its articles of association may have enabled bearer shares in the past. This may not often be the case, as Art. 2:82 paragraph 4 DCC stipulates that a holder of such bearer shares cannot exert his shareholders rights until the shareholder has delivered his bearer shares with the company in return for registered shares.