Society is increasingly digitizing and the notarial profession is not lagging behind. Based on a European directive, it must be possible to set up a private limited company (BV) entirely online as of the first day of August 2021.

The role of the civil-law notary continues to exist even in the digital process. The founders of the BV must still appear before a notary and sign a notarial deed, but via a digital platform. This digital notarial deed must be covered with the same notarial guarantees of legal certainty and legal protection as the paper version. This blog gives a brief outline of what a digital incorporation will look like.

The digital corporation of the BV an the digital notarial deed will be as similar as possible to the current process and the paper version. The client can make an appointment with the civil-law notary to discuss the incorporation of the BV and the contents of the articles of association online.

It is then up to the civil-law notary to identify the client and carry out the necessary client due diligence. So far, nothing out of ordinary; the preparation of the incorporation is very similar to the current procedure.


What will change?
The major difference after the introduction of digital incorporation becomes evident at the moment of signing the deed. The signing of the deed takes place in a central platform, where the client is invited by the notary. 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.

According to the European Commission, the incorporation of a BV via the digital way will be simpler, faster and cheaper, which of course you can question given the current cost, speed and efficient use of means of communication with which we already incorporate BVs. In any case, every notary is obliged to offer a digital incorporation as of the first day of August 2021. Until then, the Royal Notarial Association is working on the realization of a digital process that fits well with the notarial practice.

We will keep you informed of developments.