Update: Legislation on online establishment of BVs to become effective on January 1, 2024.

The law of June 28, 2023 that enables the online incorporation of BVs will enter into force on January 1, 2024. With this law, the Netherlands is implementing a European Directive in the field of digital instruments and processes in company law.

These are the most important features of the law:

• The possibility of online incorporation is limited to the BV.
• Online incorporation is only possible with the intervention of a Dutch notary (electronic notarial deed) via an online system managed by the Royal Dutch Association of Civil-law Notaries (KNB).
• No restriction on the number of founders and directors.
• Payment on shares upon incorporation is only possible in cash (and therefore not in kind).
• Founders can only be citizens of a member state of the European Union.
• Articles of association of the online BV may be in English.
• Amendments to the articles of association may also be in English if the BV was incorporated by electronic notarial deed, which was drawn up in the English language and the language of the articles of association has not been changed afterwards.
• Directors (and supervisors) to be appointed must provide a declaration to the notary that they have not been banned from management in an EU member state.
• Incorporation can take place by proxy, but this must be an electronic proxy.

The decision to enter into force was published on October 12, 2023.