Aandeel aan toonder

Bearer share

A bearer share is a share whose owner is not recorded in a register but which belongs to the person in possession of the physical share certificate.

A bearer share is a class of share in a naamloze vennootschap under which ownership is evidenced by possession of the physical share certificate. Transfer is effected by simple delivery, without entry in the shareholders’ register or notarial formalities. This distinguishes it from registered shares, the holders of which must be expressly recorded.

The instrument is relevant in that it affords anonymity and facilitates transfer, yet it also carries risks such as theft or loss of the certificate. European and Dutch anti-money-laundering legislation have materially curtailed its use, with the result that bearer shares have in practice largely been converted or abolished.

In legal practice the instrument still appears in older corporate structures or foreign entities, where counsel and notaries frequently advise conversion into registered shares in order to meet transparency requirements.

“The company decided to convert the bearer shares into registered shares in order to comply with the applicable identification obligations.”

Need legal advice?

Schedule a free consultation with one of our specialists