As from 1 January 2024, companies will be faced with new (proposed) Acts, legislative changes and regulations. In this article, we provide overviews of (i) the main legislative changes that will take effect in the new year; and (ii) the expected legislative changes. The overview below is not exhaustive.

Main legislative changes as from 1 January 2024

1. Introduction of Environment and Planning Act (as from 1 January 2024)

Twenty-six existing Acts regulating space, housing, infrastructure, the environment, nature and water will be combined into a single Omgevingswet (Environment and Planning Act). This Act will make it easier to test a spatial project against all the rules all at once.

• It will be faster and easier to apply for a permit (such as a building permit). Applications can be filed at one single desk and be incorporated into one decision. The decision period will be shortened from 26 to 8 weeks.
• Municipalities can order businesses to take certain measures to keep the vicinity of their business location clean. Businesses must clean up litter within a 25-metre radius of their location. This applies only to waste from products sold by the business in question.

2. Safety coordinator mandatory in construction (as from 1 January 2024)

Businesses engaged in construction work must appoint a Direct Vicinity Safety Coordinator to be present during construction and demolition work. This is stipulated in the Besluit bouwwerken (Structures (Living Environment) Decree), which is a further elaboration of part of the new Environment and Planning Act. The underlying idea is that the coordinator will prevent accidents on the building site.

3. Ban on plastic cutlery and disposable crockery (as from 1 January 2024)

Hospitality establishments may no longer offer food and drink with disposable cups, cutlery or meal containers made of plastic. Businesses may apply for an exemption. If permission is granted, more than 75% to 90% of the packaging used must be collected for reuse.

4. New withholding tax on flows of dividends to tax havens (as from 1 January 2024)

A new withholding tax will apply to flows of dividends to countries with a profit tax rate of less than 9% and countries on the European list – also if the Netherlands has a tax treaty with those countries.

5. Register for debt collection service providers (as from 1 March 2024)

The Wet kwaliteit incassodienstverlening (Quality of Collection Services Act) is expected to be introduced on 1 March 2024. A register for debt collection service providers will then be introduced. It will include all businesses that (among other things) collect consumer debts out of court for other parties or buy up debts. These service providers must register with the Justis screening authority. Out-of-court debt collection services may be provided only by a registered businesses. Bailiffs and lawyers have their own register and therefore fall outside this Act.

6. Register/accreditation system for temporary employment agencies (as from 1 January 2026)

The legislature has decided to amend the Wet allocatie arbeidskrachten door intermediairs (Placement of Personnel by Intermediaries Act). An accreditation system will be introduced for temporary employment agencies setting out conditions that those agencies must meet. If you want to know more about this legislative change, please read our article on the most important HR law changes in which we discuss this legislative change in more detail.

Expected legislative changes. The aim is for the Acts listed below to take effect on 1 January 2024, provided that all steps in the legislative process have been completed (by that date).

7. Online incorporation of a private limited liability company

The incorporation of a private limited company has long taken place by means of a paper deed passed by a notary in the presence of the founders or on the basis of a power of attorney given by the founders. Soon, this will also be possible online. We discuss this in more detail in our newsletter article on the digital incorporation of a private limited company.

8. Change in deduction of donations in corporate income tax

• Donations to Public Benefit Organisations and Social Benefit Organisations will most likely no longer be tax deductible.
• Up to 50% of profits may currently be deducted per year, subject to a maximum of EUR 100,000.
• Donations to Public Benefit Organisations and Social Benefit Organisations will no longer be classified as hidden profit distributions to the shareholder. Income tax and dividend tax will therefore no longer be levied.
• This expected change in the law may make it attractive to make a donation to a Public Benefit Organisation or Social Benefit Organisation this year – or rather to wait until 2024.

9. BOR and DSR for business assets only

• The Business Succession Scheme (BOR) and the Deferral Scheme (DSR) are expected to become more austere. Little to no inheritance tax is due under the current Business Succession Scheme. No income tax is due on retained profit under the current Deferral Scheme: it is paid by the next owner.
• From the start of 2024, these two schemes may be used only for operating assets, not for assets from the letting of property such as business premises, houses or fields. More changes will follow as from 2025.

10. Crypto buyers better protected

The European Commission will regulate the crypto market by means of the Markets in Crypto Assets Regulation (MiCA Regulation). Various rules will be introduced that mainly concern crypto providers, such as advertising rules, a ban on offering dangerous or complicated products, an obligation to compensate in the event of hacking of the provider’s platform, and supervision by the AFM (Netherlands Authority for the Financial Markets).

11. Companies may no longer prohibit pledging

Pledging prohibitions can regularly be found in contracts entered into between companies. Briefly stated, a debtor may then not pledge its goods or receivables. By doing so, companies wish to avoid being faced with unknown debtors. Such a pledging prohibition will no longer be permitted when this change takes effect. It is unclear whether the change will also immediately apply to existing agreements.

12. Introduction of central shareholders’ register

A bill is pending to establish a Central Shareholders’ Register containing information on the shareholders of private and public limited liability companies. The register will not be publicly accessible and will be held by the Trade Register (similar to the current UBO Register). The register can be accessed only by shareholders, civil-law notaries and government departments. It is still unclear whether and when this change in the law will take effect.

Please contact Sander Pieroelie (+31-6-222 878 65) for further information on these changes.

This article was published in the Newsletter Vestius of December 2023