Bill on digital establishment of a private limited company submitted to the House of Representatives

The bill that allows for the digital incorporation of a private limited company (BV) was submitted to the House of Representatives on Thursday. The bill still stipulates that digital incorporation of a BV is accomplished through a digital notarial deed. It also stipulates that the founders do not need to physically appear before a notary, but can do so via a digital audio-video connection. The digital deed can also be executed digitally at the office with this bill.

The digital notarial deed is regulated by the Civil-Law Notaries Act and Book 2 of the Dutch Civil Code. Initially, it can only be used for the digital incorporation of private limited companies (BVs) and can also be executed based on a digital power of attorney. A model deed of incorporation can be used for incorporation – in accordance with the requirement of the EU directive – but customized models are also available. The model deed is designated by the board of the Royal Dutch Association of Notaries (KNB). The digital notarial deed is provided with the same guarantees as a paper notarial deed.

Digital passing
According to the bill, civil-law notaries must be connected to a special data processing system managed by the Royal Dutch Association of Civil-Law Notaries (KNB). Through this system, or central execution platform, the client appears online before the notary via a digital audio-video connection. Digital identification and digital signing also take place through this system. After a digital deed is executed, it must be stored digitally at the KNB as part of the notary's protocol. The professional organization has had this platform ready since July 2021. Since then, the application has been kept up-to-date to ensure it can be launched at any time in a user-friendly and secure way. Civil-law notaries have also been able to practice with it in a dedicated knowledge base and pilot project since March 2022.

Digital identification and signing
To ensure reliable digital identification of BV founders, this must be done using a high-level digital identification method, as stipulated in the eIDAS Regulation. Additionally, the law provides for an additional identity verification step so that the notary can properly perform the gatekeeper role during the digital signing. Reliable digital signatures are also important. The bill stipulates that signing must be done with a digital signature. Further rules regarding this digital signature will be established by regulation. The Royal Netherlands Association of Commerce (KNB) intends to prescribe a qualified digital signature as stipulated in the eIDAS Regulation.