What changed: the notary's role in share transfers
A transfer of shares in a Dutch private limited company still requires execution before a civil-law notary: that requirement has not changed. What has moved is the form of execution, since remote signing by video-link is now permitted in defined circumstances, alongside the long-standing option of a power of attorney. Anyone completing a transfer without travelling to the Netherlands should confirm current practice with the acting notary before assuming physical presence is unavoidable.
Why this arises here
This sits within corporate law and governance, where formal requirements for a valid transfer determine whether a buyer actually holds enforceable title. A foreign parent, a fund, or a counterparty acquiring shares in a Dutch besloten vennootschap (private limited company, BV) meets the notarial deed requirement at the point of closing, not before. The question that recurs is practical rather than legal: who has to be physically present, where, and whether the deed can be arranged without a trip to the Netherlands. It is a live question because the manner of execution, not the requirement itself, has been under revision.
We track this as a tracked item precisely because the underlying rule is stable while its implementation is moving. Readers dealing with cross-border share deals in a group linked to the corporate law and governance practice need to know which part of the process is settled and which part still depends on the individual notary's own procedure.
The mechanics in short
The core requirement under Dutch law has not moved: a transfer of shares in a BV, and the pledge or usufruct over such shares, is only valid once recorded in a notarial deed executed by or before a civil-law notary practising in the Netherlands. The deed is then entered in the company's shareholders register, and the notary's file remains the record of what was executed and when.
What has changed is who has to be in the room. Parties have long been able to avoid personal attendance through a power of attorney, and that route is unaffected. What is newer is the extension of remote execution: a party may, in circumstances the individual notary is willing to accommodate, sign via video-link rather than attend in person. The scope of that accommodation, and the date from which any formal extension of it took effect, is not confirmed in the sources available for this page, so it is stated here only as a direction of travel: this has been under revision, and the current position should be checked with the acting notary before the signing date is fixed, not after.
If the validity of a transfer is later disputed, that dispute is decided by a Dutch court applying the ordinary rules of Dutch law on notarial deeds and share transfer; the change described here does not touch that route.
The pattern specific to tracked items
A tracked item on this axis means the requirement itself is settled but the mechanics around it are in motion, and the plan deliberately withholds a specific date until the registry confirms one. For share transfers, that has meant three years of gradual extension of what a notary can do remotely, without a single fixed date after which "the old way" stopped working. Practically, this means the answer to "can we sign this remotely" depends on the notary you have engaged, not on a rule you can look up once and rely on for every future transfer.
Readers running a group structure that spans several jurisdictions, including work adjacent to how the works council's position changes inside group decisions and to the works council's advisory right on transactions, should treat the notarial step as one variable among several that move on their own timelines. None of these moving parts changes the underlying position that a BV share transfer needs a notarial deed.
What to check
Confirm with the specific notary handling the transaction whether remote execution is offered for this deed and for these parties, since the accommodation is not uniform across offices. Confirm whether every party to the deed, natural person or legal entity, resident or non-resident, is eligible for the arrangement the notary proposes. Confirm that a power of attorney, if used instead of remote signing, is drafted to the notary's specification and legalised where the signatory is outside the Netherlands. Confirm the point at which the shareholders register is updated, since that, not the signing itself, is what a third party will rely on afterwards.
| Aspect | Before | Now |
|---|---|---|
| Physical presence at signing | Required at the notary's office, or by power of attorney | May be replaced by video-link where the notary's own procedure allows it; under revision |
| Power of attorney | Available and commonly used | Unchanged |
| Deed of transfer | Executed by or before a Dutch civil-law notary | Unchanged |
| Shareholders register | Updated on completion of the deed | Unchanged |
| Cross-border attendance | Travel or power of attorney | Travel, power of attorney, or remote signing subject to the notary's discretion |
What this does not cover
- The transfer of shares in a public limited company (NV), which follows a different regime.
- Tax consequences of a share transfer, including any withholding or transfer tax position.
- Registration duties toward the UBO register that a transfer of control may trigger.
- The internal approval steps a buyer or seller's own constitution may require before the notarial deed can be executed.
- Any specific effective date for the extension of remote execution, since that date is not confirmed in the sources available to this page.
Questions
#### Does the share transfer deed have to be signed physically in the Netherlands?
No. Physical presence in the Netherlands is not itself the legal requirement: the deed must be executed by or before a Dutch civil-law notary, which can be arranged through a power of attorney in all cases and, where the notary's own procedure allows it, through remote signing by video-link. Confirm the specific notary's practice before relying on remote execution for a given closing.
#### Who has to act when this changes, and by when?
No statutory deadline attaches to an individual transfer beyond the terms the parties have already agreed. What is under revision is the manner of execution, not the requirement itself, so the party arranging the transfer should confirm the notary's current position before the signing date is fixed, not on the day of signing.
Sanne de Wit — Structures, holding and tax. Sanne works on holding structures, share transfer mechanics and the points at which a group's formal record and its actual control diverge.
If a transfer is part of a wider restructuring, the practical starting point is to see what the current ownership chain actually shows: a structure report sets out the registered chain and its recorded events, not a projection of what it should show. For a parent that has already instructed a decision through the chain, see what happens when a foreign parent instructs a decision that harms creditors. A worked example of how an ownership chain is actually recorded is set out in this reading of a Danish ownership chain.
Last legal review: 2026-09-15