- bearer shares - registered shares - dematerialised shares
A dematerialised share consists of a booking in an account, in the name of the owner of the shares, with a recognised institution - the "recognised account holder" (i.e. credit institutions). Such an account may be opened in the name of several persons, but in this case the issuing company may suspend the rights attached to the shares in such an account until one person is designated as owner of the shares vis-a-vis the company.
Recognised account holders should centralise the dematerialised shares per type of share in separate accounts with a "clearing institution" - an institution designated by Royal Decree and authorised to effectuate all transactions involving dematerialised securities (i.e. the C.I.K.) - or with the institution acting as intermediary between them and the clearing institution. An exemption from this centralised requirement is envisaged for institutions already in charge of a clearing such as Cedel or Euroclear.
The total amount of dematerialised shares of a company is registered in the company's shares register per category of shares in the name of the clearing institution.
Dematerialised shares are transferred by way of a booking from account to account. No intermediation of the clearing institution is required when both accounts are held with the same recognised account holder.
The identity of the owners of the shares is not revealed to the clearing institution, but is only known to the recognised account holder.
To participate in a shareholders' meeting, the owner of dematerialised shares must deposit a document issued by a recognised account holder or a clearing institution attesting the unavailability of the shares until the date of the shareholders' meeting.
Payment of the dividends of the shares by the issuer. The clearing institution discharges the issuer. The clearing institution is in its turn only released from its obligations after payment of these amounts to the recognised account holders, who will pay the sums to the shareholders.
A regime for dematerialised bonds and warrants will also be instituted under this draft Act.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
De Bandt, van Hecke & Lagae - Brussels. (32-2) 517.94.79.
