In this article you can find an outlook on some (possible) developments and points of interest in the field of corporate law in the year 2023.
Intended end to provisions of Temporary COVID Act
On April 24, 2020, the Temporary COVID-19 Justice and Security Act came into effect. This law has since been extended by two months, most recently until February 1, 2023. Based on the Temporary COVID Act, the board of a BV or NV (instead of the general meeting) may decide to extend the period for preparing the annual accounts. to be extended, and general meetings may be held digitally.
On December 5, 2022, the Minister for Legal Protection, Franc Weerwind, informed the House of Representatives in a letter that the government intends not to extend most of the provisions in the Temporary COVID Act after February 1, 2023. This would mean that the general meeting would again have to decide on extending the period for drawing up the annual accounts, and general meetings (unless a statutory provision) would have to take place physically.
Investment, Mergers and Acquisitions Safety Test Act
On May 17, 2022, the Investments, Mergers and Acquisitions Safety Test Act (Vifo) was adopted by the Senate. The Vifo Act introduces a security test for investments, mergers and acquisitions that could pose a risk to national security. The security test applies to two types of companies in the Netherlands: vital providers and companies that have sensitive technology. Investments, mergers and acquisitions in these types of companies can lead to risks for national security.
Investors in vital providers and companies with sensitive technology as well as the companies themselves must report changes of control to the Investment Assessment Bureau. This agency assesses whether there is a risk to national security. In that case, conditions may be attached to the investment and, in extreme cases, it may be prohibited. It is still unknown if and when the Vifo Act will come into effect.
Online incorporation BV
The European legislator has drawn up a directive that should make it possible to set up a BV online in European member states. The directive further shows that it is necessary to make starting up an economic activity easier, faster and more efficient through the use of digital tools and processes. In addition, comprehensive and accessible information about companies must be provided.
The Dutch legislator must implement this directive into Dutch law. The bill is currently being discussed in the House of Representatives. According to the bill, the online incorporation of a BV will soon be possible in addition to the existing route of appearing in person at the notary.
Implementation of the cross-border conversions, mergers and divisions directive
This bill aims to implement the European directive on cross-border conversions, mergers and divisions. The directive aims to make it easier for companies to carry out cross-border conversions, mergers and divisions, while safeguarding the rights of shareholders, creditors and employees.
The deadline by which this directive must be transposed into Dutch law is January 31, 2023. The implementation date is not yet known.
Modernization of Corporate Law
On June 27, 2022, the Ministry of Justice and Security published a letter about the progress of the modernization of corporate law. Some notable points from that letter are:
- The minister wants to take steps to modernize public limited company law with the help of an expert group consisting of practicing lawyers and scientists. This expert group will also be tasked with examining, among other things, the (re)limitation of financial incentives for directors in takeovers, and the possible need for a regulation on loyalty shares.
- In line with the Temporary COVID Act discussed above, the minister wants to strengthen the options for legal entities to hold digital meetings.
For questions or advice on this subject, please contact Sander Pieroelie (06-222 878 65) from FHI Advice, affiliated with Vestius Advocaten.
Nederlands