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

21.03.2019 EU law
Our TMT team examines the interaction between GDPR and other key legal domains during a seminar 'GDPR 360°'

Seminar - Erik Valgaeren, Partner TMT, and his team organize a seminar which focuses on the interaction between GDPR and litigation, corporate law, administrative law and employment law.

Read more

18.02.2019 EU law
Erik Valgaeren moderates a panel on Data Governance and Compliance during IBA's Silicon Beach Conference

Speaking slot - The discussion topic will cover various legal aspects relating to data lifecycle management, both for personal and non personal data. These aspects will include rights in and obligations regarding data, such retention obligations and portability rights. Practical suggestions on holistic data management and the role of the chief data officer will be debated.

Read more

13.02.2019 BE law
Deadline for UBO information filing postponed (again)

Articles - The Belgian Minister of Finance has announced that the 31 March 2019 deadline for filing the UBO information regarding Belgian companies, non-profit associations, foundations, trusts, fiduciaries, and similar legal entity structures will be postponed.

Read more

29.01.2019 NL law
Wet bevoegdheden ondernemingsraad inzake bestuurdersbeloningen in werking getreden

Short Reads - Op 1 januari 2019 is de Wet tot wijziging van de Wet op de ondernemingsraden (WOR) in verband met de bevoegdheden van de ondernemingsraad inzake de beloningen van bestuurders in werking getreden. Grote ondernemingen moeten op grond van deze wetswijziging jaarlijks een gesprek organiseren met de ondernemingsraad over onder meer de ontwikkeling van de beloningsverhoudingen binnen de onderneming.

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