Issue and transfer shares digitally

With a traditional BV, every share issue or transfer quickly means a new appointment, exchanging documents and waiting for processing. That can be different when the shares are dematerialised (gegiraliseerd): they are then held in a collective deposit (verzameldepot) and recorded administratively by an intermediary.

What does dematerialisation mean?

Dematerialisation (giraliseren) means that shares are no longer administered as separate items per shareholder. The shares are delivered to an intermediary and held in a collective deposit. Each shareholder gets an administratively recorded interest in it. At Digital Notary that administration is kept via Nxchange.

How does it work in practice?

1. Your BV is incorporated and the share structure is legally recorded.
2. The shares are made ready for inclusion in the collective deposit at Nxchange.
3. Nxchange records which interest in the deposit belongs to each shareholder.
4. A new issue or transfer is prepared digitally, checked and processed in the administration.
5. Once processed, the new ratios are immediately visible in the digital file.

Issuing new shares digitally

Is an investor coming in, or do you want to issue extra shares? Then you first record the resolution, the terms and the new distribution. After the required checks, the issue can be entered in the deposit administration. The cap table and the shareholder overview move along with the transaction.

Transferring existing shares digitally

In a transfer, an existing stake moves from one shareholder to another. Within a collective deposit, delivery takes place by a book entry in the acquirer's name in the intermediary's administration. A separate notarial deed of transfer then doesn't have to be executed for every transfer.

The administration stays up to date automatically

Because issues and transfers are processed in the same administration, there is no separate Excel file that has to be updated afterwards. Nxchange processes the changes and records who is entitled to what quantity. Directors and shareholders thus work from one up-to-date source.

When is this especially valuable?

• If investors may come in or shareholders may change
• If you expect several issues or transfers
• If you want to show an up-to-date share distribution quickly during a funding round
• If you want to prevent the formal register and a separate cap table from drifting apart