FLEXIBLE COMPANY LAW IN THE NETHERLANDS

The aim of the new legislation was to make flexible the elaborate corporate law. The below summary gives a general overview about the legislative changes related to the private limited company (B.V.)

The incorporation of B.V.’s will be cheaper because the company can be incorporated without requirements related to the start-up capital (EUR 0.01 is sufficient). Based on the new regulation it is very easy to understand and to accept the articles of association – it can be only one page in standard cases. In addition legal advice is not required any more to this process. The new rules will provide bigger safety for shareholders if they would like to control the transfer of shares. The transfer of shares may be excluded for a definite period of time (even for 20 years but only if it is reasonable). The B.V. is entitled to issue shares with limited voting rights even without voting rights. The same applies to shares with rights to dividend. Shareholders might have easy-going meetings because shareholders who are representing at least 1 % of the share capital are entitled to convene a general meeting. The shareholders meeting can be held outside the Netherlands. The B.V. may adopt resolution without shareholders meeting if the majority of voting share is represented.

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