The Dutch BV Company since 2013

Company law in the Netherlands for Dutch BV companies changed substantially as from 2013.

  • It is now much easier to incorporate a Dutch BV company than it was before.
  • Older BV companies may require amendment of the Articles of Association.

For existing BV companies: these rules apply regardless whether the existing articles of association state otherwise.

At Dolk Hesper we help foreign companies to start up their business in the Netherlands. In this process we work together with several experienced lawyers and notaries. In this blogpost, we want to share our understanding of the most important changes:

  1. No minimum issued share capital

The minimum share capital of EUR 18.000 was abolished as from 2013. The capital can be 0.01 Euro if desired and can also be in a different currency. the capital does not have to be paid up before the incorporation of the company, which makes the process for incorporation must faster and easier.

  1. Nominal value of shares

The nominal value of the shares can be in a different currency than Euro.

  1. Non-voting shares

It is possible to create non-voting shares and shares without the right to profits and reserves. This can be beneficial if you want to offer co-workers or partners a share in profit, but not in the decision making.

  1. Appointment and dismissal of Management Board members

Each shareholder can appoint and dismiss one or more Management Board members of the BV company, in stead of by the General Meeting.

What to do?

Check your current Articles of Association, if it is necessary to amend these by a Dutch notary in order to prevent and misunderstandings. In principle, the new law prevails over the existing Articles of Association.