Article 2:195 of the Dutch Civil Code (Burgerlijk Wetboek) contains the statutory transfer restriction (blokkeringsregeling) for shares in a private limited company (BV). Unless the articles of association provide otherwise, a shareholder who wants to sell must first offer his shares to his co-shareholders, for a price equal to their value.
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How does the offer scheme work?
The selling shareholder offers his shares to the other shareholders. If the parties cannot agree on the price, it is set by one or more independent experts. If the co-shareholders do not buy all the offered shares, the shareholder may transfer them freely to a third party within 3 months after this has been established. The articles can regulate the procedure in more detail, for example by giving the company a role or setting deadlines.
What can the articles of association provide?
Since the Flex-BV reform of 1 October 2012, there is wide freedom. The articles may replace the offer scheme with an approval scheme (goedkeuringsregeling), in which a body such as the general meeting must approve the transfer. They can also exclude transferability for a specific period or make the shares freely transferable altogether. Under an approval scheme, the shareholder may transfer freely if the competent body does not designate one or more interested buyers within the statutory term.
Why does the transfer restriction matter in practice?
It protects the closed character of the BV: shareholders decide who joins them. For the seller, it can delay or complicate a sale. A transfer that ignores the procedure may not pass, because the notary checks compliance before executing the deed (Article 2:196). Make sure the articles and any shareholders’ agreement do not contain conflicting rules, as this often leads to disputes.
Frequently asked questions
Does the offer scheme apply to inheritance?
The articles often extend the offer obligation to acquisition by inheritance or divorce, through a mandatory offer clause under Article 2:192.
Can a minority shareholder escape a strict blocking clause?
If the conduct of others makes his position untenable, he can claim withdrawal under Article 2:343.
Related terms
- Article 2:196 Dutch Civil Code (transfer of shares by notarial deed)
- Article 2:192 Dutch Civil Code (obligations attached to shares)
- Articles of association
- Drag-along and tag-along
Our corporate lawyers draft and apply transfer restrictions in articles of association and shareholders’ agreements. Want to know what this means for your situation? Book a free introductory meeting.
