Articles

Flexibilization of Dutch B.V. law as per 1 October 2012

Flexibilization of Dutch B.V. law as per 1 October 2012

Flexibilization of Dutch B.V. law as per 1 October 2012

12.06.2012

1.  Introduction of the Flex-BV Act 
 
Today it was announced that the Act for simplification and flexibilization of private company law (de Wet vereenvoudiging en flexibilisering bv-recht) and the Implementation Act thereto (de Invoeringswet) (together: the "Flex-BV Act") will enter into force on 1 October 2012. These bills were adopted by the Senate today.

The introduction of the Flex-BV Act will make important changes to Dutch law that is applicable to private companies with limited liability (besloten vennootschappen or B.V.'s).

With the ease and flexibility created by the Flex-BV Act, the Netherlands will re-establish itself as the frontrunner in continental Europe when it comes down to the practicalities of setting up companies. In combination with the attractive Dutch corporate tax system, the broad double taxation and bilateral investment treaty network, this flexibility provides a unique proposition for establishing companies and joint ventures in the Netherlands. 
 
2.  Significant changes 
 
For the most significant changes to Dutch private company law, we refer to our Corporate Alert of November 2010.

Stibbe has further created a webtool (in Dutch only), indicating all major changes to B.V. law and required actions to be taken in relation to the legislative amendments. 
 
3.  Required actions in relation to the Flex-BV Act 
 
On 1 October 2012 the Flex-BV Act will enter into force with immediate effect. This means that from then on the new legislation will immediately apply to all B.V.'s. The new Act will ease a large number of corporate provisions; some will even be deleted entirely. Furthermore, the Flex-BV Act introduces more possibilities to deviate from the provisions of the law in the articles of association.

It is important to screen the articles of association of existing B.V.'s in order to establish what effects the implementation of the Flex-BV Act will have and which changes in the articles of association are desirable or required.

If you intend to incorporate a new B.V., or to amend the articles of association of an existing B.V., to make a distribution to or acquire shares from shareholders, or to effect a legal merger or demerger, and such transaction will be completed after the date the Flex-BV Act will come into effect, this will have consequences for the actions required to effect the transaction.

We will be pleased to advise you on the contents of the articles of association of your B.V. and the possibilities of the new legislation for your B.V.

Team

Related news

07.08.2018 NL law
Protection of listed companies against unsolicited takeovers, prevention of unwanted influences in the telecoms sector and protection of other vital sectors: latest developments

Short Reads - Following a recent series of (attempted) unsolicited takeovers by foreign bidders of Dutch listed companies, such as PostNL, Unilever and AkzoNobel, the protection of companies against unsolicited takeovers and the protection of vital sectors have received more attention in both the Netherlands and Europe.

Read more

07.08.2018 NL law
Legislative proposal to protect trade secrets: update

Short Reads - On 5 July 2016, the EU Trade Secrets Directive came into effect (Directive 2016/943/EU). The directive intends to harmonise rules regarding the protection of undisclosed know-how and business information (trade secrets) across all EU member states. As the directive is not directly applicable in the member states, each member state must enact national implementing legislation.

Read more

07.08.2018 NL law
Boskalis v. Fugro: scope of a shareholder's right to put items on the agenda

Short Reads - Under Dutch law (section 114a of book 2 of the Dutch Civil Code), shareholders have the right to put items on the agenda of the general meeting. The question arises as to whether shareholders also have the right to force an (informal) vote in the general meeting on subjects which are not within their powers. A judgment of the Dutch Supreme Court of 20 April 2018 between Boskalis and Fugro focused on this question.

Read more

07.08.2018 NL law
General Data Protection Regulation comes into effect

Short Reads - On 25 May 2018, the European Union's General Data Protection Regulation (GDPR) came into effect. The GDPR replaces the EU's prior directive governing the processing and transfer of personal data, which was in place since 1995. As a regulation, the GDPR is directly applicable in all 28 EU member states and thus removes the need for national implementing legislation. However, the GDPR allows member states discretion in certain areas, as a result of which national legislation may still be implemented. In the Netherlands, the GDPR Implementation Act came into effect on 25 May 2018.

Read more

31.07.2018 NL law
Can an SPV be misled before it exists?

Articles - Transactions are regularly structured through special purpose vehicles (SPVs). An SPV is often established at the end of the negotiations, just before signing the agreement. The other party to the agreement provides information and raises certain expectations during the negotiations. The individuals negotiating for the SPV do not necessarily become officers of the SPV once it is established.

Read more

Our website uses cookies: third party analytics cookies to best adapt our website to your needs & cookies to enable social media functionalities. For more information on the use of cookies, please check our Privacy and Cookie Policy. Please note that you can change your cookie opt-ins at any time via your browser settings.

Privacy – en cookieverklaring