You can set up a Dutch BV without the notary soon!
Digitization and the fight against fraud are the most important points of attention when renewing the incorporation procedure for private limited companies. This is the opinion of researchers who, at the request of the cabinet, investigated whether there is any way to simplify how to set up a Dutch BV. They devised three scenarios in which the notary is not always present.
It is certain that the Dutch B.V.’s incorporation procedure will change. The Netherlands must transpose a European directive into legislation that requires a process where one can set up a Dutch BV completely online.
The Notary Is Still Mandatory for Incorporation
Currently, Dutch company founders must visit the notary to establish the B.V. They affix their signatures to the deed of incorporation, which includes the BV’s articles of association and details regarding, amongst other things, the shareholders and directors.
Since 2012, there is no longer a startup capital contribution requirement.
EU Regulations on company formation (in the Netherlands)
A BV must be totally digitally set up since 01 August August 1, in accordance with European regulations. This is a result of Directive (EU) 2019/1151, which was released by the European Commission. We explain below what this entails for establishing a BV in the Netherlands.
It’s now easier to set up your Dutch BV
The European Commission’s strategy was to reduce administrative obstacles to make the BV’s establishment simpler. The term “digital incorporation” refers to the complete incorporation process, including the application, the deed’s signature, and the company’s entry into the commercial register. The founders are not required to physically appear before the notary or the Chamber of Commerce at any point during the incorporation process. This is crucial because as a business owner, your time is valuable. Only when the founders’ actual presence is justified for “reasons of public interest,” such as the prevention of identity theft, can this rule be waived. The member states themselves must enact additional legislation on, amongst other things, the standard (model) articles of association for the BV, how the application procedure is set up, and how the founders are digitally identified in addition to the provisions of the European Directive.
Dutch notary no longer required?
A notarial deed is necessary to create a Dutch legal entity, according to the Dutch Civil Code. The position of the notary is unaffected by European legislation. Member states may still demand a notarial deed for incorporation despite the new rules. You must thus see a notary, whether this is done physically or online, to be able to set up your Dutch BV. The notary serves as a gatekeeper against abuses like fraud and money laundering, so knowing this is important.
A system that includes all notaries must be established to make it possible to draft a digital notarial deed. The Royal Dutch Professional Association oversees this system, which should enable the following:
- Signing a digital notarial deed;
- Identifying all parties;
- The establishment of a digital audio and video link;
- Signing a digital power of attorney.
As a result, the physical establishment and the digital creation are basically unchanged. The fact that business owners no longer need to physically visit the notary is the most significant change. After all, the audio and video connection are now used for this contact. Digital technology also makes it easier for parties to identify one another and sign the deed.
What will happen in the Netherlands next?
The Netherlands has requested a delay in the implementation, along with several other nations. This indicates that Dutch law has not yet been updated to reflect the provisions of the European regulation. When a national bill is passed, Dutch notaries must be able to produce a digital set-up of a BV within five business days.
Set up your Dutch BV remotely with Bolder Launch
Although the Netherlands has not yet complied with European requirements, Bolder Launch already makes it feasible to digitally set up your BV. The incorporation application, identification, and processing are all done digitally at the notary. You can set up your BV with Bolder Launch without going to the notary’s office. Due to the nationwide network, there is always a notary nearby if you prefer to go to the notary’s office in person.
Can’t wait? You can set up your Dutch BV digitally within 7 working days!
