Restrictions on transferability of shares
Netherlands
Branch office
Determined by governing law of the head office.
B.V. (private company with limited liability)
Shares must be transferred by execution of a deed before a civil law notary in the Netherlands. Articles of a BV often contain a share transfer restriction provision (in the form of a right of first refusal or the requirement of prior consent from the shareholders’ meeting).
Co-operative U.A.
As a general rule, a membership interest in a co-operative is personal, but if the articles allow it, membership interests can become freely transferable. Based upon tax implications, a co-operative is generally organized in such way that its articles contain a certain restriction to the free transferability of membership interests (requirement of consent from the members). Unless the articles of the co-operative prescribe that a membership interest can only be transferred by notarial deed, it can be transferred by private agreement.
C.V. (a limited partnership)
Section 2(3)(c) STA defines the term “open CV.” An entity qualifies as an open limited partnership if – save for cases involving bequests or inheritance – limited partners can join the partnership or be replaced without the consent of all partners, both managing and limited partners.
To safeguard the closed nature of a CV, all partners, both managing and limited, must each separately grant permission.