If your business (unlisted enterprise, public limited company or limited partnership with shares) opts for dematerialised securities, it has to designate an institution that will act as ‘head of pyramid’ and manage them for you. BNP Paribas Fortis can fulfil that role for your company, becoming the end custodian for your registered securities.
How does it work?
BNP Paribas Fortis uses the Issuer account to maintain an overview of the total number of securities on your behalf. Each quarter, we will send you a detailed breakdown of the positions, including:
- The total number of securities issued;
- The number of registered securities;
- The number of dematerialised securities;
- The number of bearer shares still in circulation.
A supplementary statement will be sent to you at the end of each month in which a movement has been recorded. The bank will also take charge of centralising and destroying bearer securities that have been dematerialised.
And the bank will also act as paying agent in most cases for the distribution of dividends, interest and capital to your securities-holders.
The BNP Paribas Fortis Issuer account helps your company meet its legal obligations relating to the issue of securities.
- Dematerialised securities are represented by registration in a custody account in their owner’s name. BNP Paribas Fortis administers dematerialised securities for which it has been designated ‘head of pyramid’ free of charge in custody accounts.
- Only the bank knows the identity of the holder of the securities registered in a custody account, thanks to the duty of confidentiality that applies to custody accounts or other accounts held at a bank.
- Dematerialised securities can be donated by straightforward transfer between accounts (don bancaire/bankgift). This donation does not have to be registered and may be exempt from gift tax (but it may then be subject to inheritance tax if the donor should die within three years of making the donation).
- Dividends are automatically paid into the shareholder’s current account.
Good to know
In order to benefit from an Issuer account as a non-listed enterprise, you need to:
- Amend your company’s articles of association to allow the issue of dematerialised securities and publish this amendment in the Belgian Law Gazette;
- Hold a current account at BNP Paribas Fortis;
- Complete a Dematerialisation Services form. We will ask you to draw up a list of your company’s bearer securities and to provide us with the following information so that the form can be validated and signed:
- Security name/ISIN code;
- Number of securities in circulation;
- Number of registered securities;
- Type and amount of issued denominations and their numbers.
- Publish the designation of BNP Paribas Fortis as ‘head of pyramid’:
- In the Belgian Law Gazette;
- In two national newspapers, one in French and one in Dutch;
- On your website;
- At the Clerk’s Office of the Commercial Court.
The contract will be activated definitively as of publication in the Belgian Law Gazette.
- Enter and keep BNP Paribas Fortis in the register for the total number of dematerialised shares. Having done this, you simply have to provide BNP Paribas Fortis with the information needed for the proper management of the contract (changes in the number of registered securities, capital increases, etc.).