Registered shares must be issued first

According to the Curaçao act on corporate law (Book 2 Curaçao Civil Code) it is not possible to (directly) issue bearer shares.

A company with only bearer shares has no shareholders’ register. Only a public limited liability company (NV) may issue bearer shares, provided that registered shares be issued first and that they have been fully paid up. These may subsequently be converted into bearer shares. The issuance (of registered shares) requires a ‘deed of issuance’, which must be signed by both the company and the subscriber. Without such a deed the subscriber does not acquire the registered shares.

The law of Curaçao does not require a transfer deed for bearer shares. Bearer shares are transferred by surrendering the share certificates. The transfer of ownership is thus accomplished simply by the transfer of the certificate.

Under Curaçao international private law, the general rule is that the ‘lex rei sitae’ determines who holds legal title to movable assets and whether and how they may be transferred. In other words, this is determined by the laws of the country in which the goods are actually located. Under Curaçao law, bearer shares qualify as movable assets. Therefore if the shares in the capital of a Curaçao company are in Germany, for example, German law determines whether and how they may be transferred.

Karel Frielink
Attorney (Lawyer) / Partner

(5 July 2013)

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