Netherlands – changes in legal framework on Dutch BVs

Introduction of the “Flex BV”

With effect from October 1, 2012 new rules will come into force in the Netherlands regarding the incorporation and daily management of Dutch BVs. The new rules are aimed at providing greater flexibility in the set up and day to day management of BVs. This flash email provides you with a brief overview of the most significant changes of the so-called “Flex BV”.

Simplified incorporation procedure

· No minimum capital (of Euro 18,000) required;

· No bank declaration required;

· An auditor declaration on contributions in kind is no longer required;

· Nominal value of shares can be denominated in currencies other than Euros.

Distributions to shareholders

· Distributions to shareholders are to be approved by the management board;

· It will be the management board’s responsibility to assess if it is “reasonably foreseeable” that the Flex BV can fulfil its obligations following the distribution. If the assessment is negative, the management board can withhold their approval;

· The introduction of joint and several liability for management board members for the approval of distributions, in the event such a distribution will cause a deficit;

· Liability of the shareholders for any deficit caused by a dividend distribution resulting in a deficit up to the full amount of the distribution.

Governance

· General meeting of shareholders may be held outside the Netherlands;

· Written resolutions of the shareholders may be adopted by a simple majority;

· Annual general meetings may be replaced by written resolutions.

Shares

· Shares with no or limited entitlement to distributions are allowed;

· Shares with no voting rights are allowed;

· Lock up period in articles is allowed;

· Share transfer restriction is no longer mandatory.

All existing BVs will be governed by the new law. However, their existing articles of association may hold more stringent stipulations that will still have to be adhered to. In case of a conflict between the existing articles of association and the new law, the new law will prevail. There is no need for an existing BV to make any changes to its articles of association, but to benefit fully from the flexibility of the new legislation, an amendment may be considered.

Should you require more information on any of these topics,contact the Tax Lawyers at Marini & Associates, P.A. for a FREE Tax Consultation at www.TaxAid.us or www.TaxLaw.ms or Toll Free at 888-8TaxAid (888 882-9243).