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On 1 January 2024, the Act that implemented Directive (EU) 2019/1151 in the Netherlands entered into force.

The Online incorporation of private limited liability companies Act (Wet Online oprichting besloten vennootschappen or DOBV) enables EU nationals and EU legal entities to incorporate a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid or ‘BV’) entirely online, without having to physically appear before a notary office or sign any documents.

The Act also allows other limited liability companies, such as public limited liability companies (‘naamloze vennootschappen’ or ‘NVs’), to be established online. After a future evaluation of the Act, an assessment will be made as to whether the scheme will eventually be extended to public limited liability companies. Only EU nationals can incorporate a private limited company online. These are: (i) natural persons who are nationals of an EU Member State; and (ii) companies incorporated under the laws of an EU Member State and having their registered office, central administration or principal place of business within the EU.

Online incorporation procedure
The Act ensures that the notarial deed of incorporation can be executed electronically, at a distance from the civil-law notary. The notarial deed is electronic and is also executed by the civil-law notary in an electronic environment. The existing procedure of personal appearance (or by written power of attorney) before the civil-law notary continues to exist.

The main aspects of the online incorporation are:

  • Template deed: A model deed of incorporation may be used, but this is not mandatory. The Royal Dutch Association of Civil-law Notaries (KNB) has drawn up a template for this purpose.
  • Anti-fraud safeguards: any proposed managing director or supervisory director must declare whether a director disqualification has been imposed on him, her or them in another Member State on grounds similar to the Dutch grounds for imposing a director disqualification (for example, if a director was imputably involved in the bankruptcy of a legal entity on at least two previous occasions).
  • Language: in the case of online incorporation, the original deed of incorporation may be executed in the English language. This also applies to a deed of amendment to the articles of association, but only if the BV was incorporated by an electronic deed in the English language. Neither of these options will apply to the current physical procedure for incorporation or amendment of the articles of association, which will remain possible in Dutch only.
  • Contribution: no contribution other than cash may be agreed.
  • Online platform: the KNB has developed an online data processing platform that makes it possible to establish a direct video and audio connection between the civil-law notary and the party or parties to the deed.
  • Identification: the party or parties can identify themselves on this online platform with an electronic means of identification. The KNB wants to prescribe a qualified digital signature in accordance with the eIDAS Regulation. If identity fraud is suspected, the civil-law notary may still require the physical presence of the relevant party or parties.
  • Signature: the party or parties may sign the deed electronically via the platform.
  • Power of attorney: a power of attorney for cooperating in an electronic notarial deed can only be granted electronically. In this case, the identity of the grantor must also be established using an electronic means of identification.
  • Registration with the Chamber of Commerce: the BV that was incorporated online will also be listed in the Commercial Register. In practice, the civil-law notary will do this. The working method will remain the same.

Next steps
Several online incorporations have already taken place in the Netherlands. Apart from the more obvious advantages of a digitally incorporated BV, the English deed may also be advantageous for non-Dutch companies. This is particularly true since future amendments to the articles of association can then also be made in English. It important to note that these amendments must still be made through the existing physical procedure and cannot be completed online. We would be happy to discuss possibilities and answer any questions you may have.

We will update this page if there are new developments, such as the future evaluation of the Act and the possible extension to public limited liability companies.

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