Incorporating a BV and NV Made More Simple as of 1 July 2011
As of 1 July 2011 it will no longer be necessary to apply for a
‘certificate of no objection’ when incorporating a BV or an NV.
This will put an end to the innumerable forms that had to be
completed for the application of a certificate and the waiting time
of several working days before the certificate could be issued. The
certificate will not be required anymore either for the amendment
of Articles of Association and for changing another legal form into
a BV or an NV.
The reason for abolishing the system of preventive supervision
is that it has appeared not to be an effective means to fight abuse
of legal entities, as has been established in the Report “Snel
en secuur toetsen; het alternatief voor de verklaring van geen
bezwaar” (Swift and Secure Testing; the Alternative for the
Certificate of No Objection). The system had gaps and, moreover, it
appeared that it was rather simple to be circumvented. In addition
thereto, the system involves considerable costs in the form of
administrative burdens and legal dues for companies.
Instead of the preventive supervision, a new system of permanent
control of legal entities will be established. With regard to the
current situation, the scope of the control will be extended. In
addition to companies with share capital, various other legal
entities, including foundations, associations and cooperations and
undertakings belonging to a foreign legal entity having a head
office or branch in the Netherlands will fall under the scope of
the new system. The Control Over Legal Entities Act offers a basis
for the new registration system.
In this system, data will be included about, inter alia,
the incorporators, the shareholders, the supervisory directors, the
members – to the extent that they fulfil administrative positions
-, the directors and the representatives of the legal entity. The
data originate from, inter alia, the trade register, the
Municipal Database, the UWV, the Tax and Customs Administration,
the NMa, investigation authorities and supervisory institutions.
The permanent screening takes place by means of an automated
process on the basis of risk profiles. If it appears from a risk
analysis that there is an increased risk, this will lead to a
notification of risk to one or more enforcement authorities.
For more information please contact the notarial law department
of Kennedy Van der Laan, attention Mr. Jan Schouten at
Jan.Schouten@kvdl.nl or +
31 (0) 20 550 68 53.