On 12 June 2012 the Senate adopted the bill regarding the Flex BV. This bill makes it easier to incorporate a BV (a Dutch private company) and to restructure groups of companies. In addition, the requirements for existing BVs will be relaxed in several respects, partly automatically, partly through amendment of the articles of association. The most important changes are:

  • The minimum capital of €18,000 will be abolished. In the event of incorporation it is no longer required to produce a bank statement, or, in the event of a non-cash contribution, to produce an auditor's report. Other provisions regarding capital maintenance will also lapse. This relaxation will have a cost-decreasing effect on the incorporation and restructuring of BVs.
  • The mandatory regulation association concerning the share transfer restriction in the articles of association will lapse.
  • From now on, distributions to shareholders will require a distribution test. Failure to meet the distribution test may lead to directors' liability and to compensation obligations on the part of shareholders who have received those distributions.
  • Articles of association may stipulate that a director is appointed by a specific kind of shareholder.
  • Shareholders' resolutions may be taken outside a meeting with the consent of all those entitled to attend the meeting and after the advice of directors (and supervisory directors).
  • The articles of association may stipulate that shareholder meetings may legally be held abroad.
  • The articles of association may allow that shares without voting rights or shares without profit entitlement can be issued, and may provide for a flexible allocation of voting rights.
  • Holders of depositary receipts who should be entitled to the right to attend meetings will be registered in the shareholders' register before 1 October 2013.

The Act will enter into effect on 1 October 2012. The articles of association of your BVs may need to be amended. We have prepared a checklist by which we can easily show you to what extent your articles of association will need to be amended.

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.