23.12.2021 · Short read

Incorporate a Dutch BV digitally

These days, many of us try to work as paperless as possible. During the last two years, the world has digitalized rapidly, and we have become used to exchanging documents and signatures electronically. However, if a (civil law) notary needs to be involved, the necessity of paper and ´real´ signatures seems to rise again. Also, the notarial deed itself is still a physical piece of paper that requires wet ink signatures. 

Not all documents require a wet ink signature, and an electronic signature can be just as valid as a wet ink signature. We kindly refer to this article (only available in Dutch). Currently, new Dutch legislation is being prepared to provide for electronic notarial deeds. The first type of notarial deed that can be executed electronically will be the deed of incorporation of a private company with limited liability (BV). Ultimately by August 2022, it will be possible to incorporate a BV without the incorporator physically attending a civil law notary (or any other authority). The entire incorporation process takes place digitally, and the notarial deed will be executed by the incorporator and the civil law notary remotely and electronically. 

Whether or not the opportunity to incorporate a BV digitally will be used much in practice remains to be seen. An incorporator requires a so-called “qualified electronic signature” to execute the electronic deed. The European Union has provided that a qualified electronic signature is equal to a wet ink signature in terms of validity. However, only very few people currently have such a qualified electronic signature, and obtaining one can be costly. 

Another issue is that the incorporator needs to be available at the moment of execution of the electronic deed, very similar to a physical appointment to execute the notarial deed at the civil law notary´s offices. A power of attorney granted to the civil law notary enables the incorporator to provide its signature in advance. Many deeds of incorporation are executed using such powers of attorney. To avoid unnecessary paperwork, the incorporator can provide the civil law notary with an electronic power of attorney to execute the physical deed of incorporation. Unlike the execution of the electronic deed, if the incorporator provides a power of attorney he does not have to be available at the specific time of execution of the deed. 

If you would like to learn more about incorporating a BV digitally, please feel free to reach out to us.


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