Dutch government abolishes required Declaration of No-Objection for the incorporation of a B.V. as per July 1st, 2011
On 8 April 2011 a Bill was adopted, following which the statutory Declaration of No-Objection from the Dutch Ministry of Justice, which was required for the
incorporation of both B.V.'s and N.V.'s, as well as for the amendment of the articles of association of B.V.'s and N.V.'s, has been abolished.
As a result of this Bill, the preventive control prior to the incorporation of B.V.'s and N.V.'s, or amendment of the articles of association of B.V.'s and N.V.'s, which was done under the Declaration of No-Objection, will be replaced with a new system of continuous control. The new control system will not only apply to B.V.'s and N.V.'s, but also for other legal entities, such as foundations, cooperatives, branches of foreign legal entities.
In addition to the above it is most likely that as per January 1st, 2012 the need for a bank declaration (required for proof of payment of share capital) or audit report (for payment in kind on shares) and the requirement of a minimum issued and paid-upshare capital of € 18,000 will also be abolished.
Finally, and also most likely to take effect as per January 1st, 2012, Dutch entities, with a capital in shares, may issue share that have no voting or profit right.
A lot is happening in corporate Netherlands. If you require more information or if you want to engage our services please feel free to contact us at info@molade.nl