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  • Corporate news
  • 09-08-2012


On 1 October 2012 the Flex BV Act will enter into force, amending the Dutch Civil Code to introduce new and more flexible rules for private companies with limited liability (BVs). The One-Tier Board Act is expected to enter into force on 1 January 2013. On our website we set out the relevant details concerning this legislation.

Via six brochures and related Q&As NautaDutilh offers you practical insights into the requirements and opportunities under the new rules for: management and supervisory board members, private equity, group structures, joint ventures and financings. A sampling of the Q&As: How will the role of the management board in relation to dividends and other distributions change under the new rules? Will the new distribution test impose greater liability on management board members? Will the entry into force of the Flex BV Act require existing BVs to amend their articles of association? Does the abolition of the financial assistance prohibition mean that in future a BV may provide unlimited assistance? Will the possibility of shares without voting rights put an end to the use of depositary receipts?

Further we offer a guide to the action that will be required in relation to the most common provisions of an existing BV’s articles of association when the new rules enter into force: What will happen to the most common provisions? Will they remain valid or will they be disregarded? Will they be viewed as supplementing the provisions Flex BV Act? Our guide will provide you with essential initial insights into how to handle your BV’s articles when the new legislation becomes effective.

For (in house) legal counsel we offer practical guidelines and advice in relation to a number of important aspects (simplified formalities and restrictions, shares, share capital and equity, the general meeting and corporate governance) of the Flex BV act and the One Tier Board act.

Naturally you will also find the wording of the new legislation (in Dutch only) and our newsletters regarding these important legislative changes.

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