# What changed: electronic incorporation of a BV
Founders of a Dutch private limited company (BV) no longer need to appear physically before a civil-law notary to sign the deed of incorporation. Under the applicable Dutch rules, a qualified electronic identification and video-link procedure with the notary is now available for standard incorporations. This note covers what changed and who has to act; it excludes tax structuring, post-formation governance design, and any fee. The audience is founders, foreign parents and their advisers planning a new Dutch BV.
Why this arises here
The change sits inside a wider EU digitalisation programme that requires member states to offer at least one fully online route to incorporate a private limited company. The Netherlands extended this to the BV, its principal private company form, by allowing the civil-law notary to carry out identification and signing through a secure video connection instead of requiring physical attendance. For corporate law and governance work in the Netherlands, this removes what was previously the one hard requirement that a founder, or an authorised representative, travel to a Dutch notary's office in person.
The mechanics in short
Before this change, incorporating a BV required every founder, or a representative holding a notarial power of attorney, to appear in person before a Dutch civil-law notary to execute the deed of incorporation. The notary verified identity face to face and only then proceeded to registration.
Under the applicable Dutch rules, the notary may instead conduct identification and execution remotely. The founder connects through a qualified video link, presents identification documents to the notary on screen, and signs the deed using a qualified electronic signature recognised for that purpose. The notary carries the same verification duty as at an in-person appointment: the format of the appointment changed, not the scrutiny behind it.
Once the deed is executed, in person or electronically, the notary files the incorporation with the Dutch Commercial Register in the same way as before. Nothing about that filing step changed.
The pattern this page tracks
This page belongs to a tracked-changes series: entries here follow shifts in Dutch corporate procedure as they are confirmed, rather than restating settled law. Two things are worth watching on this point.
First, take-up is not universal. Individual notaries decide whether their office offers the electronic route, and some limit it to straightforward incorporations with a single founder and a simple capital structure. A BV with multiple founders, a foreign corporate parent, or non-standard share classes may still be asked to appear in person, or to combine an electronic appointment with a power of attorney executed abroad.
Second, the position keeps moving. Dutch law does not require every notary to offer the video route, and practice on which incorporations qualify has been under revision since the option was introduced. Check the current position with the appointed notary before relying on it, particularly where the founder is a foreign parent company rather than an individual.
Where a founder or shareholder later wants to raise governance concerns about the entity, the standing thresholds for an enquiry request are a separate question from how the deed was executed. Where the incorporation itself is disputed, for example in a challenge before a Dutch court to the validity of execution, the notary's verification record is expected to be the point of contention, not the appointment format.
What to check
Confirm three points directly with the appointed civil-law notary before relying on the electronic route for a specific incorporation: whether that office offers the video procedure at all, whether it extends to your capital structure and number of founders, and what identification documents it accepts from a foreign founder. Where the founder is itself a corporate entity, verifying the signing authority of the representative on the video link is a separate check the notary carries out, distinct from sanctions screening of a deal counterparty, which the notary does not perform.
For a comparison across borders, the filing position for an equivalent Belgian entity follows an entirely different route and is not affected by this change.
Before and after
| Point | Before | Now |
|---|---|---|
| Appearance | Physical appearance before the notary required | Qualified video-link appearance available for standard cases |
| Identification | Checked face to face | Checked on screen against government-issued identification |
| Signature | Wet signature at the notary's office | Qualified electronic signature accepted for the deed |
| Filing with the Commercial Register | Filed by the notary after execution | Unchanged: filed by the notary after execution |
| Availability | Not applicable | Discretionary per notary office; not guaranteed for complex structures |
What this does not cover
- The tax treatment of a Dutch BV or of any holding structure above it.
- Incorporation of any Dutch entity other than the BV.
- The notary's fee or the Commercial Register filing fee for either route.
- Governance or share-transfer rules that apply after incorporation.
- The date this option took effect: no confirmed date is available from the current registry.
Questions
Does the electronic route change who is liable if the incorporation is later found defective?
No. The notary's verification duty and liability standard are the same regardless of whether the appointment was in person or by video link; the applicable Dutch rules do not distinguish between the two formats on liability.
Can a foreign parent company incorporate a Dutch BV entirely without any physical step in the Netherlands?
In many straightforward cases, yes, subject to the notary's own acceptance of the electronic route and its identification requirements for a corporate founder. Where the structure is not straightforward, the notary may still require an in-person element or a power of attorney executed before a notary abroad.
This note is maintained by Sanne de Wit, who works on Dutch structures, holding arrangements and the tax questions that arise from them.
A structure report sets out the current position of a Dutch entity from the Commercial Register and related public sources. Directors of a Dutch subsidiary with a foreign parent should also see what happens when the annual accounts were filed late. For the wider practice, see the corporate practice pages.
Last legal review: 2026-09-15