Recent Developments in Company Law
No Notarial Deed for BV with Standard Articles of Association
The first change is the abolishment of the obligation to
see a civil-law notary to incorporate a BV (private company) with
simple articles of association. Minister Verhagen of the Ministry
of Economic Affairs, Agriculture and Innovation is preparing a
bill, together with the Ministry of Security and Justice, to
abolish the mandatory notarial deed for this type of company. The
Minister aims to send this proposal to the Lower House of
Parliament next year. The reason for the abolishment is the aim of
limiting the costs for entrepreneurs.
At present, apart from the requirement to have a notarial deed,
entrepreneurs also have to pay a minimum capital of eighteen
thousand Euro before their BV can be incorporated. This obligation
will be abolished as well. A bill to that effect is currently under
discussion in the Dutch Senate. The Ministry states that both
measures will result in a 90% drop of the administrative costs of
incorporating a BV.
Please note that it will still be necessary to see a notary if
the incorporators wish to deviate from standard articles of
association. Nevertheless, this bill of Minister Verhagen is in
line with the pursuit of making legislation around the BV more
flexible and simple.
Bills on Unincorporated Associations of Persons Soon To Be
Repealed
An attempt to amend regulations dating back to 1838
concerning unincorporated associations of persons has failed (yet
again). Unincorporated associations of persons are companies
without corporate capacity: the partnership, the general
partnership and the limited partnership. In a letter of 5 September
2011, Minister Opstelten of Security and Justice informed the
Senate that he intends to repeal the two bills that had been meant
to introduce new rules for unincorporated associations of persons.
Following severe criticism from the employers' associations
VNO-NCW and MKB Nederland, the Minister has come to the conclusion
that both bills do insufficient justice to the principal objective
of legislation, which is to facilitate entrepreneurs. According to
the Minister, entrepreneurs appear to have no need for the new
unincorporated associations of persons, and they fear the costs
associated with them.
Already in 1972 an attempt was made to amend the obsolete
legislation, but at that time it did not result in a bill. The
Minister did not state in his letter whether he considers any
alternative legislation concerning unincorporated associations of
persons. Until then, the current regime remains intact: with much
freedom to organize the association and make internal arrangements,
and also with the impediments of the unincorporated association of
persons, such as the lack of corporate capacity, which makes it
impossible for the association to own, and thus to transfer,
property itself.