In earlier blogs we already informed you about an European directive, which makes it possible to set up a private limited company (BV) entirely online.
Bill sent to Dutch house of representatives
The directive should be implemented the first day of August 2021. However, the Ministry of Justice needs more time to carefully complete the legislative process. According to the European directive, postponement is possible up to a maximum of 1 year. The Ministry has indicated that it will make use of this deferral option with the ambition to implement the directive as soon as possible after August 1st 2021. At this time, the bill has been sent to the Dutch house of representatives.
The present bill contains a number of additions to the consultation bill: Only European Union nationals have the possibility to incorporate a B.V. entirely digitally. It is possible to execute the online deed of incorporation in English language, however an amend of articles of association must be executed in Dutch language. The incorporator of the online B.V. may be abroad when executing the deed of incorporation.
In short, the directive makes it possible for founders of a BV to appear before a notary and sign a notarial deed, via a digital platform. This digital notarial deed is covered with the same notarial guarantees of legal certainty and legal protection as the paper version.
Through an audio and video connection, the notary can discuss the contents of the deed on this platform. Thereafter, the identification of the client will take place using a digital identifier at the very highest security level (based on the eIDAS regulation). While the identification data are being checked, the client can wait in the digital waiting room.
After the notary has carried out the necessary checks, the client returns to the meeting and the deed can be signed. Once the signature has been verified by the notary, the appointment is over.
The Royal Notarial Association continues to develop the digital platform. So that the notary can start at any time with the safe and user-friendly digital incorporation of a private limited company.
We will keep you informed of further developments.