Consultation on digital establishment of a private limited company has started

Incorporating a private limited company (BV) digitally requires a digital notarial deed. This is stipulated in the draft bill on digital incorporation of a BV, which was published for consultation on Tuesday. The founders do not need to physically appear before a notary, but can do so via a digital audio-video connection. Identification is provided with a digital identification method, and the signing is done with a digital signature.

The digital notarial deed is regulated by the Civil-Law Notaries Act. 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. This model is designated by the board of the Royal Dutch Association of Civil-Law Notaries (KNB). The digital notarial deed is provided with the same guarantees as the paper notarial deed.

Digital passing
According to the draft bill, the notary must be connected to a special data processing system managed by the Royal Netherlands Bar Association (KNB). Through this system, or central execution platform, the client appears online before the notary via a digital audio-video connection. This system also allows for digital identification and digital signing. After a digital deed is executed, it must be stored digitally at the KNB as part of the notary's protocol.

Digital identification and signing
To ensure reliable digital identification of BV founders, this must be done using a high-reliability digital identification method, as stipulated in the eIDAS Regulation . Reliable digital signatures are also important. The draft bill stipulates that signing must be done with a digital signature. Further rules regarding this digital signature will be established in a regulation. The Royal Netherlands Association of Banks (KNB) intends to require a qualified digital signature as stipulated in the eIDAS Regulation.

Delay
According to a European directive, it must be possible to establish a private limited company (BV) entirely online from August 1, 2021. The Ministry of Justice and Security recently requested and received a postponement for this implementation. It is not yet clear when the digital establishment of a BV will take effect, but the Royal Netherlands Bank for Enterprises (KNB) will continue development and ensure that the central registration platform is ready by August 1, 2021. This means it can be started at any time.