Issuing depositary receipts for shares

The separation of voting rights and profit entitlements is an interesting consideration for many entrepreneurs. This allows, for example, employees to share in the company’s profits or to transfer capital to the next generation without handing over the reins. The most common way to achieve this objective is to issue depositary receipts for shares. However, the actual and legal aspects of issuing depositary receipts for shares are quite complex. Our specialists will be happy to advise you.

Some frequently asked questions issuing depositary receipts for shares.

  • Non-voting shares always carry meeting rights. This means that holders of non-voting shares have the right to attend and to speak at shareholders’ meetings. Depending on the articles of association, it may even be required that shareholders without voting rights attend to make far-reaching decisions. When you have issued depositary receipts for shares, you can decide yourself whether a holder should have meeting rights.

  • Ordinary shares come with both profit entitlements and voting rights. Many entrepreneurs find it important to retain control but want to be able to distribute dividends to employees or the next generation. This can be achieved by issuing depositary receipts for shares. The entrepreneur subsequently sets up a Dutch trust office foundation (in Dutch: Stichting Administratiekantoor, STAK) which holds the shares and of which the entrepreneur is the sole director.

    Issuing depositary receipts for shares also enables you to safeguard the continuity of the company. You can draw up a deed in which you indicate who should manage the STAK after your death. If a company has not issued depositary receipts for shares, the heirs inherit the shares and can therefore overrule such a decision by appointing their own management themselves. Do you need advice on the issuance of depositary receipts for shares? We will be happy to help.

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