Belgian Company Laws recognise three forms of shares, i.e., registered shares, bearer shares and dematerialised shares.
The possibility to issue dematerialised shares has recently been authorised by Company Laws. It is anticipated that dematerialised shares will be issued by many large companies in the coming months or years. Transfers of dematerialised shares occur through changes in the accounts of the shareholders by crediting and debiting their respective accounts.
Bearer shares are represented by printed certificates issued by the company at hand. Bearer shares can only be issued provided that the shares have been fully paid in. Transfers of bearer shares are effected through the physical delivery of the shares by the transferor to the transferee. The certificates must be handed over to the new owner. The possession of the certificates evidences the ownership of the shares.
Transfers of registered shares can only be effected by complying with the one of the procedures foreseen by the Company Laws.
(a) The first procedure consists of making two entries in the stock register of the company at hand. The transferor and the transferee (or their duly appointed representatives) must themselves record the transfer in the stock register by means of a signed entry stating that the transferor transfers the shares to the transferee and another signed entry stating that the transferee accepts such transfer.
(b) The second procedure also consists of two entries made in the stock register of the company at hand, but this time made by the Board of Directors of the company whose shares are transferred. Provided that the Board of Directors is shown sufficient evidence that a transfer of registered shares occurred, it may validly record the transfer in the stock register of the company by way of two entries, one showing that the transferor has delivered the shares and the other showing that the transferee has received the shares.
(c) The third procedure is to formally notify the company that a transfer occurred. Representatives of the company will then record the transfer in the stock register by making two entries as explained under (b).
The transfer of registered shares is enforceable vis-a-vis third parties only from the moment it has been recorded in the stock register. Rights attached to the shares (e.g., voting rights, right to dividends) remain with the person listed as shareholder in the stock register until the transfer is recorded and the name of a new shareholder appears.
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.
De Bandt, van Hecke & Lagae - Brussels. (32-2) 517.95.66.
The possibility to issue dematerialised shares has recently been authorised by Company Laws. It is anticipated that dematerialised shares will be issued by many large companies in the coming months or years. Transfers of dematerialised shares occur through changes in the accounts of the shareholders by crediting and debiting their respective accounts.
Bearer shares are represented by printed certificates issued by the company at hand. Bearer shares can only be issued provided that the shares have been fully paid in. Transfers of bearer shares are effected through the physical delivery of the shares by the transferor to the transferee. The certificates must be handed over to the new owner. The possession of the certificates evidences the ownership of the shares.
Transfers of registered shares can only be effected by complying with the one of the procedures foreseen by the Company Laws.
(a) The first procedure consists of making two entries in the stock register of the company at hand. The transferor and the transferee (or their duly appointed representatives) must themselves record the transfer in the stock register by means of a signed entry stating that the transferor transfers the shares to the transferee and another signed entry stating that the transferee accepts such transfer.
(b) The second procedure also consists of two entries made in the stock register of the company at hand, but this time made by the Board of Directors of the company whose shares are transferred. Provided that the Board of Directors is shown sufficient evidence that a transfer of registered shares occurred, it may validly record the transfer in the stock register of the company by way of two entries, one showing that the transferor has delivered the shares and the other showing that the transferee has received the shares.
(c) The third procedure is to formally notify the company that a transfer occurred. Representatives of the company will then record the transfer in the stock register by making two entries as explained under (b).
The transfer of registered shares is enforceable vis-a-vis third parties only from the moment it has been recorded in the stock register. Rights attached to the shares (e.g., voting rights, right to dividends) remain with the person listed as shareholder in the stock register until the transfer is recorded and the name of a new shareholder appears.
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.
De Bandt, van Hecke & Lagae - Brussels. (32-2) 517.95.66.
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