As of 1 October 2012, the new legislation regarding Dutch private companies with limited liability (besloten vennootschappen or BV’s) will enter into force. Several changes will be adopted in order to make the rules applicable to BV’s more flexible. The rules regarding minimum share capital, the raising of capital and capital protection will be amended. Some provisions will be dropped entirely. For instance, the prescribed minimum share capital of EUR 18.000 will be abolished and an auditor’s statement will no longer be required in the event of a non-cash contribution on shares.
The new law also emphasises the role of the management board when distributions of profits or reserves are proposed. It provides that all distributions of profits or reserves are subject to the consent of the management board. The management board may not give its consent if it knows, or may reasonably foresee, that after the distribution the BV will no longer be able to continue to pay its payable debts. The same approval requirement applies to the repurchase of own shares by the BV and the reduction of its issued capital.
It is expected that it will be easier, less costly and less time-consuming to set up and manage a BV in the Netherlands. These changes, alongside the Dutch corporate tax regime, should make the Netherlands increasingly attractive for structuring investments and businesses across many sectors, including the retail industry.