In the pipeline: digital incorporation of a private limited company

In the pipeline: digital incorporation of a private limited company

The incorporation of limited companies is being simplified based on a European directive. The aim is to ensure that European companies stay competitive in an age in which globalisation and digitisation are increasingly important. We are obliged to implement this directive in the Netherlands and it will soon be possible to set up a private limited company (BV) entirely digitally.

Establish a BV digitally: how does that work?

A digital deed is being introduced in addition to the traditional variant, the notarial deed of incorporation authorised at the notary’s office and hand-signed. A notary will still draw up the deed for digital incorporation of a BV, but can identify the BV founder online and speak to her/him via video call. The deed will then be signed digitally and stored digitally. The notary will use a central platform for this. If the notary suspects identity fraud or doubts the founder’s legal capacity, she/he can always ask the founder to appear in person.

Effective date

The Council of Ministers recently approved a proposal to amend Book 2 of the Civil Code and the Notaries Act. The bill has now been submitted to the Council of State, which will issue an opinion on it. According to the European directive, it must be possible to establish a BV digitally as of 1 August 2021. However, the Netherlands is using a postponement option. The aim is that this will enter into force as of 1 August 2022. If you have any questions or would like more information on this topic, please complete the contact form below.

You can also view a short animation on digital incorporation made by the Royal Dutch Association of Civil-law Notaries (KNB) via this link (in Dutch).