Bearer depositary receipts offered too late: statutory regime for bearer shares does not help
On 26 October 2026, a judgment of the Amsterdam District Court of 21 October 2026 was published on bearer depositary receipts for shares. The key point: for holders of depositary receipts, the trust conditions set the rules, including deadlines.
The facts
A trust office foundation (STAK) held shares in a public limited company (nv) and issued depositary receipts for them. In 2017, the STAK amended its trust conditions by notarial deed: bearer depositary receipts could be converted into registered receipts free of charge on request, provided the request was received by 9 October 2022 at the latest. Without a timely request, the STAK would offer the underlying shares to the nv free of charge and the receipts would lose their value. A holder of two bearer receipts only requested conversion in April 2023. He relied on the statutory regime under which bearer share certificates could be surrendered until 31 December 2025.
The court's decision
The court dismisses all claims. It considers that the statutory regime in Article 2:82(6) and (9) of the Dutch Civil Code concerns shares, not depositary receipts. Because the legislator deliberately distinguished between shares in an nv and contractual depositary receipts, the regime cannot be applied by analogy either. The amended trust conditions are neither voidable nor void, and the STAK has not acted unlawfully.
Practical tips
Holding depositary receipts? Read the trust conditions and actively follow amendments and announcements by the STAK.
Do not assume that statutory rules for shares also apply to depositary receipts.
As a STAK or company: announce amendments to trust conditions and deadlines clearly and keep a record of that communication.
Questions about depositary receipts or your corporate structure? See our specializations or get in touch.
This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
