Incorporate Dutch BV: The incorporation of a digital Dutch BV with English as the official language

As of 1 January 2024, it is now possible to digitally incorporate a private company with limited liability (Dutch BV) in the Netherlands. The experts from KienhuisHoving – a member of ECOVIS International – explain the most important points of this change in Dutch law.

The digital incorporation of the Dutch BV is further elaborated in Book 2 of the Dutch Civil Code (in Dutch: BW). Article 2:175a BW prescribes that a Dutch BV can be incorporated by electronic notarial deed by one or more subjects of the European Union (EU). EU subjects are:

• individual persons who are residents of a Member State within the EU or
• companies incorporated under the law of an EU Member State

Establishing a Dutch BV through a trust office

If these conditions cannot be met or the original intended incorporator is established outside the EU, it is still possible to establish a Dutch BV digitally. Here, European trust offices play an important role, as these fall under the scope of being an EU subject. These offices are regulated by De Nederlandsche Bank (DNB). A trust office can incorporate the Dutch BV digitally and subsequently transfer all shares of the Dutch BV to the original intended incorporator outside the EU, whereafter this non-EU company becomes the sole shareholder of the Dutch BV. This enables a company to set up a Dutch BV according to European requirements.

We can assist you in the digital formation of a Dutch limited liability company.

Allard Schuering, Civil-law Notary, Partner, Kienhuis Legal – Member of ECOVIS International, Utrecht, Netherlands

The advantages of digital start-up

The ability to digitally establish a Dutch BV has modernised, simplified and accelerated the process of incorporation. The client no longer has to visit the notary in person if the use of power of attorney is not possible and the deed of incorporation is stored digitally. In addition, the incorporation of a digital Dutch BV can be executed in the English language. Previously, it was only possible in Dutch. This can provide a great deal of clarity for international clients. However, there are also limitations to this change in the law. For example, deposits must be made in cash in a digital incorporation. A contribution in kind must be carried out in the traditional manner.

European Directive 2019/1151 provides an option for EU Member States to enable digital incorporation for other company forms. However, the Dutch legislator has not yet opted for this. They will first monitor the developments concerning the digital incorporation of the Dutch BV. It remains to be seen if and when any possible expansion will take place.

For further information please contact:

Allard Schuering, Civil-law notary, Partner, Kienhuis Legal – Member of ECOVIS International, Utrecht, Netherlands
Email: allard.schuering@kienhuislegal.nl