After the formation of a private company with limited liability (B.V.) or a public company with limited liability (N.V.), it may be necessary to increase the issued capital in the company. This can be done by issuing new shares. Before the issuance can take place, the general meeting of shareholders must formally pass a resolution to issue shares in accordance with the provisions of the articles of association.
The shares must be issued by notarial deed. The share issuance comes in tandem with an obligation on shareholders to pay calls on the shares. It may be agreed that the payment on the shares will be in cash or “other than in cash” (e.g. by transferring certain goods or shares or by transferring an entire company). If the payment is made other than in cash, a description of the goods to be transferred will have to be drawn up and an accountant will have to issue a declaration regarding the value of the goods. The increase in capital must be listed in the Trade Register as soon as possible after the share issuance takes place.