A shareholder register: 10 checks to stay compliant

Your shareholder register is the official record of who owns your company. In Belgium and the Netherlands, most companies are required to keep one, and to keep it up to date.

That sounds simple. In practice, registers drift: a transfer gets recorded late, an address goes out of date, or two versions end up in circulation. You usually find out at the worst moment, during a general meeting, an audit or a deal.

This article explains what a register must contain in both countries and gives you 10 checks to make sure yours is in order.

What a shareholder register must contain

The basics are similar in both countries, but the register plays a different legal role. In Belgium it is the proof of ownership; in the Netherlands the notarial deed is.

In both countries, the register must be kept up to date. Anyone who relies on it, from your notary to a potential investor, assumes it is.

10 checks to keep your register compliant

Run through these once a year, and before any general meeting, audit or transaction.

1.    Every shareholder is correctly identified. Full name, address and, for companies, registration number. Check that addresses are still current.
2.    The number of shares adds up. The shares recorded per shareholder add up to the total number of shares issued, per class if you have more than one.
3.    Every issue and transfer is recorded, with its date. Including capital increases, cancellations and transfers after a death or donation.
4.    Payments on shares are recorded. It is clear which shares are fully paid up, and how much is still outstanding on the others.
5.    Pledges and usufruct are recorded. If shares are pledged to a bank or split between bare ownership and usufruct, the register shows it.
6.    Supporting documents are within reach. Transfer agreements, deeds and board decisions can be found for every entry.
7.    Changes are recorded promptly. A transfer goes into the register as soon as it happens, not at the end of the year.
8.    There is only one version. No copies on laptops, no second register book in a drawer, no "register_final_v3".
9.    You can show who changed what, and when. Access is limited to the people who need it, and every change can be traced.
10.    It matches your other records. The register is consistent with the UBO register, the articles of association and the information you gave to your bank and auditor.

Common mistakes to avoid

Updating only once a year. When transfers are recorded in a batch, the register is wrong for most of the year. If a general meeting falls in that window, the wrong people may be invited or counted.

Letting versions multiply. A copy sent to the accountant, another kept by the CFO, the register book at the office. Before long, nobody knows which one is right.

Losing the history. A list of today's shareholders is not enough. In a dispute, audit or due diligence, you need to show how every shareholding came about.

Best practices to keep it right

Give it one owner. One person, usually in legal or finance, is responsible for keeping the register up to date. Others send changes to them.

Tie updates to the events that cause them. Make "update the share register" a fixed step after every board decision, capital increase or transfer agreement.

Plan a check before key moments. Go through the 10 checks before the general meeting, the year-end audit, and any investment round or sale.

Keep it in a tool built for it. Excel, Access or a paper book can hold the names and numbers. But they don't keep a reliable history, show who changed what, or let you share the register safely with your notary, accountant or shareholders.

How Corporify helps

Corporify keeps your shareholder register in one place, with the full history of every transaction and the documents behind it. Companies in Belgium can choose between two options:
•    A digital share register, which works like a paper register kept online: the board signs off on each updated version.
•    A fully electronic share register, where every change is confirmed with itsme® at the highest eIDAS security level and logged automatically, so the board no longer has to sign off on each update. More in "Corporify's Fully Electronic Share Register".

Not sure which one fits, or whether your current register is ready to move? Read "Where does your share register live?" or book a demo.

FAQ

Is a shareholder register mandatory in Belgium?

Yes, for companies with registered shares, such as a BV/SRL, an NV/SA or a CV/SC. The register is kept at the company's registered office and records each shareholder, the number of shares they hold, the payments made on them and every transfer with its date.

Is a shareholder register mandatory in the Netherlands?

Yes. A Dutch BV must keep a shareholder register, and so must an NV with registered shares. It records the names and addresses of the shareholders, the date they acquired their shares, the amount paid on each share, and any pledges or usufruct.

Who is responsible for keeping the register up to date?

The company's board. In practice, the work is often done by legal counsel, a company secretary or the finance team, but the directors carry the final responsibility.

How often should I check my shareholder register?

At least once a year, and before every general meeting, audit, investment round or sale. Changes themselves should be recorded as soon as they happen.

Is the shareholder register the same as the UBO register?

No. The shareholder register records who holds the company's shares. The UBO register records the natural persons who ultimately own or control the company. Both must be consistent, and the UBO information usually starts from the shareholder register.