Every private limited company (bv) and public limited company (nv) must keep a shareholders’ register (aandeelhoudersregister). It shows who holds the shares, how many and since when (Article 2:194 of the Dutch Civil Code (Burgerlijk Wetboek, DCC) for the bv, Article 2:85 DCC for the nv). The register is not public and does not in itself prove who the owner is. The notarial deeds of issue and transfer decide that.
The board is responsible for keeping the register correct and up to date. Below you can read what it must contain, who may inspect it, what it looks like and what to do if it is lost or incorrect.
Table of contents
What must the shareholders’ register contain?
Under Article 2:194 DCC, the register contains at least:
- the names and addresses of all shareholders;
- the date on which they acquired the shares and the date of acknowledgement or service (erkenning of betekening);
- the amount paid up on each share;
- pledgees and usufructuaries, with the date of their right and whether they have voting rights;
- holders of depositary receipts (certificaten) with meeting rights.
In practice, the register also states the number, class and numbers of the shares and the deed by which they were acquired. That makes it much easier to follow the chain of ownership in a sale or financing.
What does a shareholders’ register look like?
A register is an overview per shareholder or per change. A simplified example:
| Shareholder | Address | Shares (numbers) | Class | Acquired on | Deed | Paid up |
|---|---|---|---|---|---|---|
| A. de Vries Holding B.V. | Eindhoven | 1 to 60 | ordinary | 12-03-2021 | deed of incorporation | fully |
| B. Jansen | Amsterdam | 61 to 100 | ordinary | 01-07-2024 | deed of transfer | fully |
This is an illustrative example; the names and details are invented. Each transfer, pledge or creation of a usufruct is added as a new line, with the date and the deed.
Who keeps the register and where is it held?
The board keeps the register and holds it at the company’s office (Article 2:194 DCC). This may be on paper, in the traditional “blue book” (blauwe boekje), or digitally.
The civil-law notary often updates the register after a transfer or an amendment of the articles of association, but the board remains responsible. The notary and the KVK (Netherlands Chamber of Commerce) do not keep a copy, so you cannot request the register from them.
Who may inspect the register?
The register is not public. Shareholders, usufructuaries and pledgees with voting rights, and holders of depositary receipts with meeting rights may inspect it. Anyone listed in it can ask for a free extract of their own details (Article 2:194 DCC).
Banks, buyers and the notary often ask for the register in a financing, an acquisition or a check under the Dutch anti-money laundering act (Wwft). The board then decides whether to provide it.
Does the register prove who the owner is?
Not in itself. Shares in a bv are transferred by notarial deed (Article 2:196 DCC). Towards the company, that transfer only takes effect after acknowledgement or service (Article 2:196a DCC). The register records what happened. It does not make anyone an owner.
If the register says something different from the deeds, the deeds prevail. The register is still important. The notice of a general meeting goes to the addresses in the register, and an error in it can put the validity of resolutions at risk.
What do you do if the register is lost or incorrect?
Then you reconstruct it from the deed of incorporation, the amendments to the articles of association and all deeds of transfer, usually with the help of the notary. The board signs the new register.
If a deed is missing or a transfer turns out never to have been properly acknowledged, it may need to be repaired, for example with a deed of ratification or rectification. Start on this well before a sale. An incomplete chain of ownership almost always comes to light in the buyer’s due diligence (boekenonderzoek).
What is the difference with the UBO register and the central shareholders’ register?
The UBO register at the KVK records the ultimate beneficial owners, usually persons with an interest of more than 25%. It does not replace the shareholders’ register and includes only some of the shareholders.
A central shareholders’ register kept by civil-law notaries does not yet exist. The private member’s bill (parliamentary paper (Kamerstuk) 34661) has been before the House of Representatives (Tweede Kamer) since 2017. According to the KVK, it had not yet entered into force in March 2026.
What should you look out for as a director?
- Update the register immediately after every transfer, issue, pledge or creation of a usufruct.
- With every change, check whether there is a deed and whether the transfer has been acknowledged.
- Keep the register, with copies of the deeds, in a fixed place.
- Send notices of the general meeting to the addresses in the register.
What should you look out for as a shareholder or buyer?
- Ask for an extract of your own entry and check the details.
- When buying, ask for the complete register and all deeds.
- Is the series of share numbers correct, and does it match the deeds?
- Are there pledges or usufructs on the shares you are buying?
What can we do for you with a shareholders’ register?
- Check the register against the deeds and trace missing links.
- Prepare a reconstructed register and, where necessary, rectification deeds together with the notary.
- Carry out a due diligence review when shares are purchased.
- Advise on the notice of meeting and decision-making if the register is not correct.
- Assist in a dispute about who is a shareholder.
See also our step-by-step plan for setting up a bv with foreign shareholders and the glossary entry on share transfer.
In summary
- Every bv and nv must keep a shareholders’ register (Articles 2:194 and 2:85 DCC).
- The register is not public; shareholders and other entitled persons may inspect it.
- Ownership follows from the notarial deeds, not from the register (Articles 2:196 and 2:196a DCC).
- If the register is lost or incorrect, reconstruct it from the deeds.
- A central shareholders’ register does not exist yet; the UBO register is something else.
Frequently asked questions
Where can I request the shareholders’ register?
From the company’s board. The KVK and the notary do not have a copy, and the register is not public.
May the shareholders’ register be kept digitally?
Yes. The law does not prescribe a form, as long as the register is complete and available at the company’s office.
Does my sole proprietorship or general partnership need a shareholders’ register?
No. Only companies with share capital, such as the bv and the nv, have a shareholders’ register.
What does it cost to reconstruct a register?
That depends on the number of changes and on whether all deeds are still available. For a simple bv with no transfers after incorporation, the work is limited. If deeds are missing, the repair takes more time.
Unsure about your position? Tell us about your situation. We will let you know within one working day what your options are.
This article provides general information and is not a substitute for advice on your specific situation.
