From paper to digital: prepare your share register for the future
July 2025 - More and more Belgian companies are digitising their share registers. What exactly does an electronic share register entail? And how can SMEs make the transition from paper to digital correctly?
By the end of 2023, almost 103,000 companies had already transferred their registers to eStox, the digital solution developed by the Institute for Tax Advisors and Accountants (ITAA) and the Federation of Notaries (Fednot). Private limited companies (77 per cent) are making the switch in particular, followed by public limited companies and limited partnerships.
The digitisation of share registers is part of a broader trend towards administrative simplification, security and transparency. What exactly does an electronic share register entail? And how do you switch from paper to digital as an SME?
What is a share register and what should it contain?
A share register is a mandatory document for public limited companies, private limited companies and limited partnerships, in which accurate records are kept of who owns which shares at any given time. It is also recommended for general partnerships (VOF) and limited partnerships (CommV), although it is not legally required.
The following information must be included in a share register:
· Total number of shares issued, by type
· Details of the shareholders (name, place of residence or registered office, company number)
· Number of shares per shareholder, per type
· Capital contributions made
· Transfer restrictions
· Transfers and transitions of shares, with date
· Distribution of voting rights and profit rights
Anyone listed in the register is presumed to be the rightful shareholder until proven otherwise. This gives the register significant legal value.
From paper to digital: how to make the switch?
The governing body of a company can decide at any time to switch to an electronic share register. This can even be done without explicit mention in the articles of association or approval by the general meeting.
The switch is made via a secure digital application such as eStox, which meets all legal requirements. When making the switch, it is crucial to:
· Keep the old paper register as proof of previous transfers.
· Include a clause in both registers stating that the digital register replaces the paper register.
· Take GDPR legislation into account, as the register contains personal data.
The advantages of an electronic share register
Efficiency and ease of use
A digital register such as eStox is much easier to update than a paper version. You avoid margins of error, outdated data and manual processing. In addition, the platform makes it easier to correctly manage complex ownership structures (such as shares with multiple voting rights).
Fully automated UBO reporting
eStox is linked to the UBO register. Once the share register has been correctly completed, the necessary data is automatically forwarded, enabling you to comply with annual UBO obligations without additional administration.
Security and discretion
Access to the digital register is strictly limited to authorised persons such as directors, shareholders, notaries and accountants. This is much more secure than a paper version, which can easily be lost or viewed by unauthorised persons.
Accessible anytime, anywhere
Because the register is stored in the cloud, authorised persons can consult it at any time and from any location. This is particularly useful for shareholders' meetings, legal transactions or audits.
Strong evidential value
An electronic register has high evidential value due to its traceability and security. In the event of legal or financial disputes, the digital register therefore offers additional certainty. Important: an amendment to the register does not automatically mean that a transfer of shares is legally valid. A separate transfer agreement is still required for this.
What happens to the old paper register?
The paper register loses its official status once the electronic register comes into effect. However, it remains important to keep this paper document at the company's registered office as proof of registrations prior to digitisation.
To avoid confusion or discussion, it is strongly recommended to include a clause in both registers that explicitly states that the digital register replaces the paper one.
