Aliant Netherlands explores the proposed legislation for digital incorporation of Dutch B.V
On 21 April 2022, in order to implement European Directive 2019/1151, a legislative proposal was submitted to the Dutch Lower House which makes it possible to establish a Dutch B.V. digitally by means of a digital notarial deed that can be signed digitally. This will make it much easier and therefore more attractive for (foreign) entrepreneurs to incorporate a Dutch B.V. Reason to take a closer look at the bill.
The (Digital) Notarial Deed
Under current law, the incorporation of a Dutch BV requires a notarial deed. The deed is drawn up by a civil-law notary and contains the articles of association of the Dutch B.V. The deed is signed by every founder and by every person who, according to the deed, takes up one or more shares.
The founder or, in case of a legal person, his representative, can either appear in person to sign the deed, or give a power of attorney to sign the deed.
Under the bill, it is possible to use a so-called ‘digital deed of incorporation’ for the establishment of the Dutch B.V.. This deed will be drawn up by the civil-law notary using a data processing system managed by the Royal Dutch Professional Association. The system offers the possibility of:
- Signing the digital notarial deed;
- Identification of the parties involved in the establishment. This identification must take place by means of a means of identification with a ‘high’ reliability level. In addition, the bill provides for an extra verification step of the identity;
- Signing of a possible electronic power of attorney;
- Establishing a direct video and audio connection between the appearing persons, witnesses and the notary;
- Online payment by means of an online payment service.
Conclusion
The comparison between the current manner of incorporation of a Dutch B.V. and the manner of incorporation of a Dutch B.V. after the bill enters into force shows that the manner of incorporation is largely the same. Both under current law and under the new law, a notarial deed is required, which must be signed (whether or not with the use of a power of attorney). For entrepreneurs, the most important difference is that they no longer have to visit the notary in person. With the entry into force of the bill, this contact will take place via the direct audio and video connection.
Need advice?
Do you intend to establish a Dutch B.V. or do you have other questions about company law? Please feel free to contact one of our lawyers from Aliant Netherlands.
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