B.V. Private limited company

The private limited company ( Ltd.) A legal person of which the registered capital is divided in shares
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private limited company
(B.V.) is a legal entity, the authorised capital of which is divided into share The portion of registered capital of a private or public limited company
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, which are not freely transferable; the shares are registered.

There are only limited differences compared to the public limited company (N.V.). The name “with limited liability” in and of itself does not distinguish the B.V. from the N.V.: in case of the N.V. the shareholders have no further liability for the debts of the company than the amount that they must pay to the share The portion of registered capital of a private or public limited company
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The B.V. has limited liability because the shares are not freely transferable, this is in contrast with the public limited company, the shares of which are in principle freely transferable: they cannot only be bearer shares or registered shares, also the registered shares in a N.V, are in principle freely transferable.

The restricted transferability of shares in a B.V. was until recently mandatory, but that is nowadays no longer the case. Since the implementation of the Flex-B.V. the articles of association A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
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Articles of Association
of a B.V. no longer have to contain any right of first refusal or transfer restrictions.

Conversely, one often sees that the articles of association of a B.V. contain transfer restrictions.

Usually the transfer restrictions mean for a B.V. that the existing shareholders must approve the joining of a new shareholder, even if the new shareholder takes over the shares of another shareholder.

The board of the B.V. must keep a register up to date, from which it will be evident which persons participate for which amount and with how many shares in the capital of the limited company. 


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