Introduction
On April 21, 2022, in implementation of European Directive 2019/1151, a bill was submitted to the Second Chamber of Parliament that makes it possible to incorporate a Dutch B.V. digitally by means of a digital notarial deed that can be signed (also digitally). This makes it much easier and thus more attractive for (foreign) entrepreneurs to incorporate a Dutch B.V. Reason to take a closer look at the bill.
The (digital) notarial deed
Under current law, the incorporation of a Dutch B.V. requires a notarial deed. The deed is drawn up by a notary and contains the articles of association of the Dutch B.V. The deed is signed by each founder and by anyone who, according to the deed, takes one or more shares.
The founder or, in case of a legal entity, its representative can either appear in person to sign the deed, or issue a power of attorney to sign the deed.
Under the bill, a so-called "digital deed of incorporation" can be used for the establishment of the Dutch B.V. This deed is prepared by the notary using a data processing system managed by the Royal Dutch Association of Notaries. The system allows for:
Signing of the digital notarial deed;
Identification of the parties involved in the incorporation. This identification must take place using a means of identification with reliability level "high". In addition, the bill provides for an additional verification step of identity;
Signing of any electronic power of attorney;
Establishing a direct video and audio connection between the appearing persons, witnesses and the notary;
Paying online using an online payment service.
Conclusion
The comparison between the current method of incorporation of a Dutch B.V. and the method of incorporation of a Dutch B.V. after the bill enters into force shows that the method of incorporation is largely the same. Both under the current law and under the new law, a notarial deed is required to be signed (with or without a power of attorney). For entrepreneurs, the main difference lies in the fact that they no longer need to visit the notary in person. This contact will take place, with the entry into force of the bill, via the direct video and audio connection.
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