Dutch BVs can split voting rights and dividend rights through share classes or a STAK. The change can decide who appoints directors or accepts a sale offer. It can also require updates to the notarial deed, shareholder register, UBO registration and tax file.
Why this matters
Voting rights decide who appoints directors, approves major decisions and influences a sale. Those rights must appear in the articles. Shareholders then adopt a resolution and sign a notarial deed. An affected share class may need to approve. Next, update the shareholder register, UBO record, board resolutions and any required Trade Register filing. Tax treatment depends on the rights, holders and transaction facts.
Example
A founder gives two children dividend rights but keeps the final vote on directors and a sale. The BV can issue non-voting shares, or a STAK can hold the shares and vote. Dividend payments go to the children. The deed and STAK conditions should state who appoints STAK directors after death or incapacity. They should also cover a sale offer. Differences between the deed, UBO record and STAK files can delay bank finance or buyer due diligence.
XTROVERSO tips
- Map the current rights first. List each share class, holder, voting percentage, profit right and appointment right. Add shareholder agreements, transfer restrictions and the latest shareholder register to the company file.
- Put formal rights in the right document. Use the articles for rights that need a legal basis. Make sure the shareholder agreement, STAK articles and administration conditions match the notarial deed.
- Update every relevant record. After signing, check the shareholder register, Trade Register, UBO registration, board file, bookkeeping entries and transaction documents.
- Test the tax position before signing. Review substantial-interest rules, the participation exemption, fiscal-unity requirements and certificate treatment. Keep the valuation, transaction sequence and supporting documents in the tax file.
- Plan for the difficult day. Set out what happens after death, incapacity, conflict or a sale proposal. Name who may appoint directors and sign decisions when the founder cannot.
Want to check whether your voting rights, company records and tax position match?
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
References
- Wettenbank – BV voting rights, non-voting shares and profit rights
- Kamer van Koophandel – STAK certification and UBOs
- Kamer van Koophandel – Evidence needed after a UBO change
- Kamer van Koophandel – Shareholders’ register and statutory changes
- Kamer van Koophandel – Trade Register notification form 15
- Belastingdienst – Substantial interest rules for 2026
- Belastingdienst – Certification and tax treatment of shares
- Wettenbank – Trade Register legislation
