Easier Incorporation and Change Articles BVs and NVs
As anticipated in a previous corporate law update, the Bill pursuant to which inter alia the statutory Declaration of Non-Objection from the Dutch Ministry of Security and Justice required for the incorporation of BVs and NVs as well as for the amendment to the articles of association of BVs and NVs, will be abolished, will come into effect as from 1 July 2011. By this Bill the preventive control prior to the incorporation of BVs and NVs or amendment to the articles of association of BVs and NVs as materialised in the Declaration of Non-Objection, will be replaced with a new system of continuous control to prevent the abuse of legal entities. Besides BVs and NVs also other legal entities, such as foundations, cooperatives, branches of foreign legal entities, will be subject to the new control system. The continuous control shall take place by the Dutch Ministry of Security and Justice by means of linking the electronic data known to the government in the so-called basic registers, such as the trade register and registers kept by the tax authorities. The continuous control will be conducted by the use of risk profiles and (automatic) risk notifications, which may lead to further investigation and/or prosecution activities.
Please be aware that the Dutch Ministry of Security and Justice indicated that if a request for a Declaration of Non-Objection is submitted on 6 June 2011 at the latest, the Declaration of Non-Objection will in principle be granted prior to 1 July 2011. A request for a Declaration of Non-Objection to which a so-called urgency procedure (i.e. the incorporator or company is listed, belongs to a group of companies with more than one hundred employees or has an equity of more than EUR 13,000,000.00) applies, can be submitted until 28 June 2011. In any event, if a Declaration of Non-Objection has not been granted prior to 1 July 2011, such Declaration of Non-Objection shall no longer be required.
As a result of the abolishment of the Declaration of Non-Objection the timeframe for incorporation and amendment to articles of association of BVs and NVs will be reduced substantially!