Flex BV legislation
The Dutch Minister of Security and Justice announced today that 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.
The main changes under the new rules are, in short, as follows:
- The rules on capital protection and the protection of creditors – including the rules on share buybacks, financial assistance and distributions to shareholders – will become more flexible.
- Distributions to shareholders will be made dependent on a test to be applied in advance; management board members and the recipients of a distribution may be liable for compensation if they do not act in good faith.
- The rules on decision making within BVs will be relaxed (more freedom in the allocation of voting rights, introduction of shares without voting rights and shares without a right to participate in the profits).
- The private character of the BV will become less strict (share transfer restrictions will no longer be mandatory).
- The statutory dispute resolution procedure will become more flexible.
See our newsletter on this subject.
One-Tier Board Act
The One-Tier Board Act will also bring about major changes to Dutch company law. The new rules will create a statutory basis for the one-tier board system, amend the conflict of interest rules and impose limitations on the holding of multiple board memberships. The Act is expected to enter into force on 1 January 2013, together with the related remedial legislation. See our newsletter on this subject.
New rules on inquiry proceedings
The bill amending the rules on inquiry proceedings was approved today by the upper house. The new rules will enter into force on 1 January 2013 of this year. See our newsletter on this subject.
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