14 Dec Online incorporation of a private limited liability company
In the (partial) implementation of the directive as regards the use of digital tools and processes in company law, a bill amending Book 2 of the Dutch Civil Code and the Wet op het notarisambt (Civil-Law Notaries Act) was submitted last year. The bill has now been approved by the Upper House and was published in the Official Gazette on 7 August 2023. The new Article 2:175a of the Dutch Civil Code allows the incorporation of a private limited company entirely online.
Procedure
The procedure to be followed is pretty much similar to the customary routine. However, it is no longer necessary to physically appear before a civil-law notary: you can do so online via a digital audio-video link. Online incorporation requires an electronic notarial deed, which must be executed by a civil-law notary in an electronic environment. The civil-law notary in question must be connected to a special ‘central execution platform’ managed by the Royal Dutch Association of Civil-Law Notaries (KNB). The civil-law notary will run through the customary identification process online with you. After digital signature, the digital deed can be executed by the civil-law notary on the basis of a digital power of attorney.
In principle, the introduction of this new article should make it easier for parties (from other Member States, for instance) to incorporate a private limited liability company in the Netherlands. A party that wishes to incorporate a private limited liability company under Dutch law will not have to physically appear before an authority, person or body to do so. This will simplify the incorporation process. The new Act also aims to make expanding companies across borders faster and more time- and cost-efficient. Another aspect that will appeal to foreign parties is that the deed of incorporation of the private limited liability company can be executed in the English language.
The date of entry into force of this new legislation has yet to be determined. It is likely to be 1 January 2024. We will of course keep you updated on any developments in this field.
Please contact Helger Kamerman (+31-6-510 801 97) if you are considering incorporating a private limited liability company online or would like more information on this topic.