New private company with limited liability creates chances for starting entrepreneurs
The Senate has adopted a bill drawn up by Mr Opstelten, the Minister of Security and Justice, making it easier for entrepreneurs to incorporate a private company with limited liability (“BV”) as from 1 October 2012. Unnecessary impediments have been removed. A drastic simplification of the regulations applicable to this legal form is very advantageous for the business sector.
An important change is the abolition of the required minimum capital of 18,000 euros as start-up capital. Under the new system, entrepreneurs will be allowed to determine the amount of money to be brought into the BV upon incorporation. Expectations are that this will have a positive economic effect, as it will become easier for small and starting entrepreneurs to opt for a legal form with limited liability. It will provide an incentive to invest in the business. The transfer restrictions, the capital contribution statement and the audit opinion in the event of contributions other than in cash will also be abolished.
The articles of association for a standard BV will cover only one page. It will no longer be necessary to lay down elaborate regulations in the articles of association and legal advice will not be required.
The extended freedom for entrepreneurs becomes particularly manifest in the wider range of possibilities to deviate from the legal provisions in the articles of association. Examples are the option to allow each shareholder or group of shareholders to appoint his/its own director, the issue of shares without voting rights and more opportunities to adopt resolutions outside general meetings.
With the new legislation taking effect on 1 October of this year, existing and future entrepreneurs and other parties involved will have sufficient opportunity to prepare for it. Incidentally, the new legislation on BVs does not contain requirements that must be incorporated in the articles of association right away.
The provisions on limiting the number of supervisory directors (involving an amendment of the Management and Supervision Act, Dutch Bulletin of Acts and Decrees 2011, 275, which has not yet taken effect) has not entered into force.