The admission or departure of shareholders in a Private Limited Company (BV) can occur in various ways, wherein stock transfer or stock issuance are essential methods to effect changes in ownership. In this article, we explore the dynamics and process behind these methods of stock transfer.
The transfer of existing shares is a method where one shareholder transfers their shares to another shareholder. This typically occurs through a transaction where the acquiring party pays money to the transferring party for the shares.
Suppose a BV has issued 100 shares of €1 each, with Robin as the owner and Isa wanting to join. Isa pays €50 to Robin and receives 50 shares in return. After this transfer, both Robin and Isa own 50% of the shares. Isa's shares now represent the €50 investment that has become Robin's ownership.
Stock issuance involves the issuance of new shares by the BV itself. Here, a shareholder or an external party invests money in the BV in exchange for new shares that previously did not exist.
In the same scenario, the BV decides to issue 100 new shares of €1 each. Isa invests €100 in the BV and receives 100 new shares. After the issuance, both Robin and Isa own 50% of the shares. The difference here is that the €100 invested by Isa goes to the BV and not to Robin, doubling the BV's share capital.
A BV is a private limited company, which means the transfer of shares is subject to rules and limitations. Usually, there are pre-emption clauses included in the BV's articles of association, requiring shares to be offered to existing shareholders before being transferred to a third party.
The process of stock transfer or issuance may seem complex, but fortunately, platforms make it easy to handle these steps online. Whether you want to sell your company, issue shares, or attract a new shareholder, they offer a simple and streamlined way to accomplish this.
In summary, the admission or departure of shareholders in a BV involves procedures strictly regulated by articles of association and legal requirements. With proper guidance and the availability of modern online platforms, managing these processes becomes more accessible for companies.
Share Council is ready to support your company in setting up various legal forms to strengthen employee participation. In an exploratory conversation, we'd like to discover together which options best suit your company and how we can assist. Get in touch with us, and let's explore the possibilities to move your company forward.