In some cases, it may be desirable to reduce the issued capital of a BV, for example, when the actual value of the shares has decreased. This often occurs with older BV's that were incorporated years ago, or a few years after a tax-neutral contribution has taken place. The issued capital can be reduced in two ways: by lowering the nominal value per share (also known as par value reduction or afstempelen), or by cancelling shares. The nominal value per share is stated in the articles of association of the BV. To reduce it, an amendment to the articles is required. The difference between the nominal value and the actual value is then paid out to the shareholder(s).
In some cases, the BV has a share premium reserve (agioreserve). In that case, this reserve can first be converted into share capital before it can be paid out to the shareholder(s). When a capital reduction involves repayment to the shareholder(s), capital protection rules apply. This means that a reduction can only take place if the equity of the BV exceeds the statutory or contractual reserves that must be maintained according to the law or the articles of association. Your accountant will prepare this so-called balance sheet test for you. In addition, the board must carry out a distribution test. The board may not approve the reduction if it knows or should reasonably foresee that, following the distribution, the BV will no longer be able to meet its (short-term) liabilities.
If a capital reduction is required, the notary will prepare a deed of capital reduction (statutory amendment) for you. Because we work with a safe IT-portal, this can be arranged entirely online.
We cannot provide our services if you engage in one or more of the following activities:
Trading in or manufacturing drugs, including soft drugs and products containing soft drugs such as space cakes.Trading in or manufacturing goods intended for the preparation of (soft) drugs, such as grow shops.Trading in or manufacturing diamonds.Trading in or manufacturing gold and other precious metals or gemstones.Trading in vehicles, ships, works of art, antiques, jewellery, gems.Trading in cryptocurrencies such as Bitcoin.Regulated activities such as investment funds.Activities related to real estate.We are unable to provide our services without additional steps in any of the following circumstances:
The transaction value is less than EUR 1 million. Otherwise, prior approval from AandelenXpress is required due to insurance purposes.No contentious matters: in case of disputes, preliminary injunctions, etc., the case will be terminated and destroyed, with 50% administration costs withheld.If the original written shareholders’ register of the company whose shares are being transferred is missing, a compliant replacement register must first be drawn up at an additional cost.Extensive research is required into foreign parties and assistance with legalisation and apostille.Your BV may not have more than EUR 10,000 in cash in the bank account.If no progress can be made on the case within a reasonable period of 2 weeks, the activities will be terminated and destroyed, with 50% administration costs withheld.Extensive source-of-funds research is required when using the notary’s third-party account, at an additional cost.If parties or activities are involved that cause the notarial file to qualify as ‘high risk’ under the Wwft.
