Amendment of the Articles of Association in English permitted for a digitally incorporated BV

Following parliamentary questions from the VVD and CDA parties, the bill for the digital incorporation of a private limited company (BV) has been amended. This will now allow the articles of association of a digitally incorporated BV to be amended with an English-language deed. This provision was not made in the original proposal.

This concerns private limited companies (BVs) that were incorporated with an electronic notarial deed in English and whose articles of association are also drafted in that language. Furthermore, the language of the articles of association may not have been changed after incorporation. If this is the case, the bill prohibits the notary from proceeding with the amendment in English.

Digital mortgage and delivery deed
According to Franc Weerwind, the Minister for Legal Protection, digitally establishing a private limited company (BV) is the first step toward further rollout of digital deeds within the notarial profession. He wrote this in his response to parliamentary questions. The Royal Dutch Bank (KNB), in consultation with his ministry, launched the Digital Passing Program in August 2021. The next joint priority is the implementation of digital mortgage and transfer deeds in 2023. Other legal areas and types of notarial deeds will be determined in consultation for 2024 and 2025.

Digital passing at the office
In addition to remote digital signing, the bill also makes it possible to sign documents digitally at the notary's office. While physical appearance is still the norm, the deed is executed with the advantages of digital capabilities. This will, for example, make it possible in the future to make digital copies of deeds available to the client directly and with the appropriate safeguards. Furthermore, a deed will no longer need to be physically stored in a safe; it will be executed digitally.

Directly from a notarial source
The notarial profession is also in discussions with various chain partners about how this digitalization step can make reliable data available and verifiable directly from the notarial source. Naturally, the profession is monitoring developments in information security, (online) fraud, sustainable data storage and distribution, and European developments regarding data governance.