On 15 December 2009, the bill for the Act on the Simplification and Flexibilisation of the B.V. (the "Wet vereenvoudiging en flexibilisering van het bv-recht”, also referred to as the "Flex Act") was passed by the lower chamber of the Dutch Parliament. The bill, which was first submitted on 31 May 2007, has (finally) been approved by the upper chamber on 31 June 2012. The Flex Act will enter into force on 1 October 2012.
The requirement of a minimum share capital of € 18.000,- will be abolished. This means that any capital amount is possible, even 1 Eurocent. The mandatory capital contribution statements drawn up by the bank (cash contributions) will disappear as well. This will speed up the establishment of the company since it is no longer required that a bank account is opened before the limited company can be set up. The same applies to the mandatory audit in case of a contribution in kind. It will also become possible for the B.V. to offer financial assistance to third parties for the purchase of shares in the company’s own capital.
Better protection of creditors
An important reason to abolish the € 18,000 minimum capital is that this amount is, in many cases, not related to the size of the company’s business in terms of its turnover and balance sheets, and often bears no relevance when it comes to creditor protection. The focus will therefore be changed to the payment of dividend to shareholders. In order to protect creditors, the B.V. will not be entitled to pay dividends if it is clear that the B.V. will not be able to continue paying its debts after the dividend has been paid. Directors and shareholders that have acted negligently can be held liable in person. This will be monitored for a period of a year after payment of the dividend.
More freedom of organization and decision-making
Companies will be given more freedom with regard to the organization of their structure. There are much more possibilities to derogate from the law in the articles of associations. It will for example be possible to issue shares without voting rights or shares that do not entitle the holder to any profit. The articles can also determine that each shareholder may appoint a director. It will be easier to pass resolutions without a meeting being held and it will be possible to hold shareholder meetings outside The Netherlands.
Abolishment of restriction of share transfers