Doing Business in the Netherlands 2012 - American Chamber of ...

Membership interests are in general freely transferable, but certain
restrictions can be included in the Articles of Association of a
cooperative. A transfer of a membership interest can be made subject
to certain restrictions, such as prior consent of the board of managing
directors, general meeting of members, or meeting of holders of a
certain class of membership interests.
After each transfer, admission or termination, the members’ register is
to be updated accordingly.
4.5 Shareholders’ Register and Members’ Register
The board of managing directors of an SE, NV and BV with registered
shares must keep a shareholders’ register at the registered office of the
company. The register shall contain the company name, statutory
seat, authorized and issued share capital, the number of all registered
shares, the names and (electronic) addresses of the shareholders,
pledgors and usufructuaries, the extent to which the par value of the
shares has been paid up as well as the particulars of the incorporation,
any amendment to the Articles of Association and issuance, transfer,
pledge, attachment, or usufruct on the shares.
A similar register is kept for the cooperative and contains information
with respect to the name, statutory seat, member’s interest,
contributions, members, pledgors, usufructuaries, and any amendment
to the Articles of Association, transfer, pledge and usufruct on
interest.
Each shareholder, member, pledgor, or usufructuary of shares or
interest has the right to inspect the register and receive a certified
excerpt. Any amendment or adjustments in the registers require the
signature of one of the managing directors.
4.6 Issuance of New Shares
Upon issuance of registered shares, at least 25% of the par value of the
shares must be paid up. With bearer shares, payment must be made in
40 Baker & McKenzie