Incorporating a private limited company becomes easier

As of 1 October 2012, it will be easier for businessmen to incorporate a private limited company under Dutch law; they will be given more freedom to shape such company at their own discretion. Unnecessary impediments have been removed. Measures providing a significant degree of simplification and increased flexibility in the rules governing this legal form will give the business community many advantages. This is clear from the new Act introduced by Mr. Opstelten, the Minister of Security and Justice. 

An important change is the abolition of the minimum capital requirement of € 18,000 as the initial launch capital. Under the new system, businessmen are free to determine the amount they wish to contribute upon incorporation of the company. This measure is expected to have a beneficial economic effect, because it will become easier for smaller enterprises and beginning entrepreneurs to opt for the legal form of a private limited company. It will make investing in the business more attractive. The compulsory share transfer restriction clause, the bank declaration and the auditor’s certificate upon contributions in kind are also abolished.

For businessmen that want to establish a company governed by standard rules, the Articles of Association will fit on one A4-sheet of paper. That will mean that more elaborate rules governing the company and legal advice regarding the company’s incorporation are no longer necessary. The greater freedom offered to the business community is also evident from the option for each shareholder or group of shareholders to appoint their own director, the possibility of issuing non-voting shares, and the possibility of adopting resolutions outside a formal general meeting.

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