The Notice of Transfer of Shares is a mandatory document under Dutch corporate law that must be submitted when ownership of shares changes hands in a Dutch company. This notice serves multiple purposes: it formally informs the company of the transfer, enables the company to maintain accurate shareholder records, and helps ensure compliance with regulatory requirements. The document becomes necessary immediately following any share transfer transaction and must contain specific information required by Dutch law, including details of the transferor, transferee, and the shares being transferred. When preparing a Notice of Transfer of Shares, consideration must be given to both statutory requirements and any specific provisions in the company's articles of association regarding share transfers. The notice is particularly important as it triggers the company's obligation to update its shareholders' register, which is a legal requirement under Dutch corporate law.
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1. Date and Address Block: Date of the notice and company's registered address
2. Addressee Details: Board of Directors/Management Board of the company
3. Subject Line: Clear indication that this is a Notice of Transfer of Shares
4. Transfer Details: Essential information about the transfer including the transferor, transferee, number and type of shares, and date of transfer
5. Share Specifications: Detailed description of the transferred shares including class, nominal value, and share numbers
6. Request for Registration: Formal request to register the transfer in the company's share register
7. Confirmation of Compliance: Statement confirming compliance with transfer requirements and articles of association
8. Signature Block: Space for signatures of both transferor and transferee
1. Transfer Restrictions Compliance: Section detailing how any transfer restrictions in the articles of association have been met
2. Consideration Details: Information about the payment or consideration for the shares, if relevant to be included
3. Power of Attorney Reference: If the notice is signed by authorized representatives, reference to their authority
4. Tax Declarations: Any relevant tax-related statements or confirmations if required
5. Spousal Consent: If required under matrimonial property regimes
6. Bank Account Details: For registration of dividend payments to the new shareholder
1. Share Transfer Deed: Copy of the executed deed of transfer of shares
2. Board Resolution: If board approval was required, copy of the approval resolution
3. Shareholders' Resolution: If shareholders' approval was required, copy of the approval resolution
4. Articles of Association: Relevant excerpts from articles of association regarding share transfers
5. Powers of Attorney: If applicable, documents proving authority of signatories
6. Share Certificate: Copies of relevant share certificates (if issued)
7. Identification Documents: Copies of ID documents of transferor and transferee
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