After the House of Representatives, the Senate also agreed to the bill on digital incorporation of private limited companies. It is expected that the change in the law can be introduced on 1 January 2024.
Complete digital creation
The Temporary COVID-19 Justice and Security Act already allowed a notary to pass a deed establishing a BV with audiovisual aids, but this was a temporary crisis measure. Via the granting of a power of attorney, it is still possible to pass a notarial deed remotely, but a completely digital incorporation is not possible at present.
The new bill stems from a European directive. This legislation allows EU residents to establish a BV digitally, without the applicants having to physically appear before any person, authority or body. Only if a notary suspects identity fraud or has doubts about legal capacity can he refuse the online incorporation and still require the founders to appear physically.
Digital incorporation is done with a digital notarial deed. The client appears before the notary through an audio-video link via an online platform where digital identification and signing also take place.
Also in English
Under current law, it is only possible to incorporate a BV with a Dutch-language deed. Under the new bill, it will soon be possible to incorporate a BV digitally with an English-language deed and also draft the articles of association in that language. If the language of the articles of association was not changed after incorporation, the articles of association may also be amended in English later.
From when?
The digital platform developed by the Royal Notarial Association (KNB) is already ready for use and the bill was recently published in the Official Gazette. It is now waiting for the final effective date of this change in the law.