Transferring shares by notarial deed: documents required

A transfer of shares in a Dutch BV happens by notarial deed executed before a civil-law notary with a seat in the Netherlands. Nothing else transfers title. The notary will not execute until he holds the constitutional documents, the shareholders register, evidence of the parties' identity and authority, and proof that any transfer restriction in the articles has been dealt with.

Coen AldenhovenCorporate law and governanceReviewed 2026-08-27

Why the form is absolute

Article 2:196(1) of the Civil Code requires a notarial deed for the issue of shares in a BV, for their transfer, and for the creation of a limited right over them. There is no exception for small holdings, group reorganisations or intra-group transfers. A share purchase agreement, however elaborate, moves nothing on its own: it creates the obligation to transfer, and the deed performs it.

Two consequences follow that surprise foreign parties. First, closing has to be physically or digitally scheduled with the notary, and the notary controls the moment of transfer, not the parties. Second, the notary is not a formality: he has his own duties of identification and refusal, and he will stop a closing he cannot justify.

The document set

From the company

Current articles of association, in the consolidated version, plus every deed of amendment since incorporation if the consolidated version is not available
The shareholders register kept under article 2:194 of the Civil Code, up to date, showing the seller's holding and any pledge or usufruct recorded on it
Trade register extract, dated within a short window before closing
Board resolution approving the transaction where the articles require it
Where the articles contain a transfer restriction under article 2:195, evidence that the statutory or contractual offer regime has been satisfied, waived by all other shareholders in writing, or has expired

From the seller and the buyer

Valid identity document for every individual signing, and for every ultimate signatory in a chain of corporate authority
Corporate chain documents where a party is a legal entity: articles, register extracts, and resolutions for each layer up to the signing authority
Powers of attorney where a party will not appear, executed and, if foreign, legalised or apostilled and translated
Marital status information for individual parties, which the notary is required to record under articles 39 and 40 of the Notaries Act

From the transaction

The share purchase agreement, with the disclosure letter if there is one
Evidence of the purchase price route: funds arriving on the notary's client account, or an agreed alternative
Where a pledge is being released at closing, the release documentation from the pledgee
Where a pledge is being created at closing, the pledge deed, which is itself subject to the same notarial form requirement under article 2:196

What the notary checks and what stops him

The notary verifies identity, authority, the chain of title of the seller, and whether the articles permit the transfer as structured. He also runs his own client due diligence, which is a separate legal duty and not negotiable. Foreign corporate chains and powers of attorney are where timetables slip: legalisation and translation of a single document from outside the European Union can add a week, and the notary will not proceed on a scan.

After execution the rights attaching to the shares can be exercised once the company has acknowledged the transfer or the deed has been served on it, under articles 2:196a and 2:196b. Until then the buyer owns the shares but cannot vote them.

Timeline in practice

Step	Who	Typical time
Notary opens file, requests documents	Notary	Day 1
Corporate chain and powers of attorney assembled	Parties	3–15 working days
Legalisation or apostille of foreign documents	Parties	3–10 working days
Draft deed circulated	Notary	2–5 working days before closing
Execution	All	Closing day
Acknowledgement or service; register updated	Company	Same day or immediately after

What this does not cover

Transfers of shares in a Dutch NV, which follow articles 2:86 to 2:87 and differ on the transfer restriction
Transfers of depositary receipts, which are not shares and move outside article 2:196
Tax consequences of the transfer, including real estate transfer tax where the company holds property
Whether the transaction requires a filing with the Investment Screening Bureau or a competition authority
Enforcement of a pledge over shares, which follows its own route

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Practice

Corporate law and governance

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Semiconductors: holding structure in the Netherlands

Last legal review: 2026-08-27. General information at that date, not advice on your situation. Nolthenius & Partners is not a firm of advocaten; where a matter requires representation before the district court, the court of appeal or the Supreme Court, it is conducted with Dutch-qualified counsel of record.