Currently, all legal entities are in principle established by means of a notarial deed. As a result, an appointment with a notary must always be made for the establishment of a private limited company ("BV"). However, in 2019 the European Union has adopted a Directive which should allow for the digital incorporation of a BV. The Directive stipulates that it should be possible to incorporate a BV digitally as of 1 August 2021, but Member States were allowed to deviate from this date by up to 1 year. The legislative process had not yet been completed in the Netherlands and a postponement was granted until 1 August 2022 for the implementation of the Directive in our national legislation.
Goal
The main objective of providing for a new procedure allowing for the establishment of companies and their registration to be carried out entirely online, is to facilitate the establishment of companies and their registration and to reduce the costs, time and administrative burden associated with registration, in particular for micro, small and medium-sized enterprises.
What will be the possibilities?
It will soon be possible to incorporate a BV by means of a digital notarial deed. This digital notarial deed will carry the same guarantees as the paper notarial deed. It will be possible to set up a BV remotely via an image connection with the notary. During the digital conversation, the notary can identify and speak to the founder of the BV online. Subsequently, the deed of incorporation can also be signed digitally.
It will no longer be necessary for entrepreneurs to physically visit a notary. This does not mean that the intervention of a civil-law notary will no longer be required. However, it does mean that the intervention of a notary will take place in digital form via a secure platform.
Importance of notary
The duty of a civil-law notary is to ensure that all legal requirements are met during the incorporation of a BV. The civil-law notary records the articles of association of a BV in a deed of incorporation and subsequently ensures that the BV is registered in the Commercial Register of the Chamber of Commerce. The civil-law notary's task in the digital incorporation of a BV will not differ much from a physical incorporation. The only difference - and in particular the biggest advantage - is that the incorporation will be quicker than before. This will save entrepreneurs time and money.
This new regulation will enter into force on 1 August 2022. In addition to this possibility to have the incorporation take place digitally, the incorporation at the notary remains an option. If there is a suspicion of identity fraud, it is even mandatory to physically go to the notary.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
