In recent years, the Dutch government has increasingly focused on the internal structures of companies, better known as “corporate governance”. This has generated a good deal of new legislation and case law, increasing potential liability for (managing/supervisory) directors and majority shareholders. We offer expert advice on corporate governance and directors’ liability, shareholder relations and the internal system of decision-making. We also advise on the newly adopted legislative regime for Dutch private limited liability companies (BVs). This new legislation (Flex BV Act) came into effect on 1 October 2012, has simplified the legislative framework for BVs and has made it more flexible. In practice, this has resulted in less prescriptive law and more permissive law, allowing BVs more room for variation in their articles of association. The new legislation has also introduced substantial changes to the system of creditor protection.
The new legislative regime for BVs applies to new and existing BVs. Although existing BVs are not required to amend their articles of association, this is often worthwhile in order to be able to fully profit from the new possibilities brought about by the introduction of the Flex BV Act. We would be more than happy to explore these possibilities with you.