The process for digitally establishing a private limited company has taken another step forward

The Cabinet has approved a proposal to amend Book 2 of the Dutch Civil Code and the Notary Act (Wna) to enable the fully online establishment of a private limited company (BV). The proposal will now be submitted to the Council of State for advice.

The amendment allows anyone to establish a private limited company (BV) remotely via an electronic notarial deed, with electronic identification and electronic signature at the highest levels of reliability. Clients do not need to visit the notary's office for this: a video connection with the notary is sufficient. In the event of suspected identity fraud or doubts about the founder's legal capacity or power of disposition, the notary may request a physical appearance.

Implementation
According to a European directive, a private limited company (BV) must be able to be incorporated digitally by August 1, 2021. The Netherlands is using a deferral option and is aiming for the implementation date to be August 1, 2022. The digital signing platform developed by the Royal Dutch Association of Civil-Law Notaries (KNB) is already ready for use and can be used from the implementation date.

Testing
In the meantime, the Royal Dutch Notary Association (KNB) will launch a platform in early 2022 to familiarize yourself with the digital incorporation of a private limited company (BV) and to test how the digital signing process will work. The KNB has recently been developing a dedicated knowledge base and pilot project for this purpose. This will allow (candidate) civil-law notaries to prepare themselves in the lead-up to the legislative amendment.