Overview

The legislation simplifying the rules on Dutch private limited liability companies (Flex BV Act) will enter into force on 1 October 2012. This legislation will offer a large degree of flexibility in the governance structure of this type of company; most capital protection rules will be abolished, clearer responsibility/liability for directors in making distributions to shareholders, the rules on decision making will be relaxed and the private character of the BV will become less strict. In addition the One-Tier Board Act is expected to enter into force on 1 January 2013. This act will create a statutory basis for the one-tier board system (as opposed to the Dutch two tier system), amend the conflict of interest rules and impose limitations on the holding of multiple board memberships.

Resources

In addition to newsletters on the new legislation and the above brochures NautaDutilh's website offers a guide on how to read your articles of association when the new rules enter into force and practical guidelines and advice for (in house) legal counsel in relation to a number of important aspects simplified formalities and restrictions, shares, share capital and equity, the general meeting and corporate governance) of the Flex BV act and the One Tier Board act.