The term “besloten” refers to the fact that a private company can issue only registered shares and not bearer shares, unlike an open corporation; registered shares are not freely transferable, as it is necessary to give other shareholders the opportunity to buy them in the first place at a fixed price. Article 2:201 Equal rights for shareholders (and certificates of deposit holders) – 1. Unless the statutes are otherwise required, all co-rights and obligations are proportional to their face value. – 2. The private company (hereafter referred to as “besloten vennootschap”) treats shareholders or holders of depository certificates in the same situation in the same way. – 3. The statutes may provide that certain rights relating to the exercise of control in the company, as stated in the statutes, are accompanied by shares of a type (class) or an indication. Article 2:196 quater Deposit or official service of the transfer of a deposit document Article 2:196 bis and 2:196 ter apply mutatis mutandis to the provision (transfer) of a receipt from a custodian of an action accompanied by a right of participation in the general meeting, provided that the formal submission or benefit is made to the company in accordance with Section 2:196b. Article 2:207 Acquisition of own shares by a private company – 1. The Board of Directors decides on the acquisition of shares in the capital of Closed Corporation (`besloten vennootschap)). The acquisition of shares not fully released from their equity by a private company (“besloten vennootschap”) is void. – 2.
Closed Corporation (`besloten vennootschap`) is not authorized: provided this is not done free of charge, to acquire equity shares that are not fully released if their equity (total assets less liabilities), reduced to the purchase price of the shares to be acquired, are less than the reserves to be held under the law or statutes , or if the Board of Directors knows or should reasonably provide that the private company (“besloten vennootschap”) will not be able to continue to pay the debts due and recoverable after the acquisition.