In Directive (EU) 2017/1132 a large part of European Union (EU) company law rules have been codified in one single directive. Directive 2019/1151/EU on the use of digital tools and processes in company law was the first step towards digitalisation in the area of company law. This Directive amended EU company law provisions to enable online formation, registration of branches and filing of documents for limited liability companies. Its purpose was to facilitate such processes and make them cost-effective for businesses, including for cross-border activities.
The bill online establishment BV amending Book 2 of the Dutch Civil Code (hereinafter referred to as 'BW' or ‘DCC’ and the Law on Notaries (hereinafter referred to as 'Wna' thus implements Directive (EU) 2019/1151 and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 regarding the use of digital tools and processes in the context of company law (PbEU 2019, L 186).
This bill aims to make it possible to set up private limited companies (BVs) online, so without the applicants having to physically register with an authority, person or body. Appearing before the notary can be done via image connection instead of physically, unless there is a suspicion of identity fraud or doubt about the legal capacity of the founder.
The bill online establishment BV was adopted by the Dutch House of Representatives on 1 June 2023. The Dutch Senate approved this bill on 27 June 2023.
With the Royal Decree of 7 August 2023, the Act amending Book 2 of the Civil Code and the Notary Profession Act in connection with the implementation of Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 with regard to the use of digital tools and processes in the context of company law (OJ 2019, L 186) (Official Gazette 2023, 277) was published and with the Royal Decree of 12 October 2023, the entry into force with effect from 1 January 2024 of this Act was published.
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References:
https://www.eerstekamer.nl/wetsvoorstel/36085_online_oprichting_besloten
https://www.eerstekamer.nl/9370000/1/j9vvkfvj6b325az/vm79fb3lnpyz/f=y.pdf