The Flex BV in 10 questions and answers

As of 1 October 2012, the new Private Company Law Simplification and Flexibilisation Act [Wet vereenvoudiging en flexibilisering BV-recht] has become applicable to Dutch private companies [BVs].

Here we provide you with the 10 most frequently asked questions about the Flex BV, the answers to which can be found on our website:

The Flex BV in 10 questions and answers

1. The statutory rules are changing. Will the company’s articles of association remain valid or will they have to be amended?

2. The statutory minimum capital of EUR 18,000 will be repealed. Can the paid-up share capital be fully repaid?

3. The mandatory share transfer restriction will be repealed. Can all shareholders now freely transfer their shares?

4. Shares without a right to profit may be issued. How can entrepreneurs benefit from this?

5. Are shares that do not confer a voting right the same as depositary receipts for shares?

6. Nearly every aspect of company operations can be arranged in the articles of association. Why would a company opt for a shareholding agreement?

7. Dividend distributions must be approved by the management board. Exactly what degree of responsibility does the management board assume when it takes this decision?

8. The ban on providing “supportive financing” will be repealed without any transitional rules being implemented. Does this mean that from now on the company will be able to lend unlimited amounts of money to a new shareholder?

9. The rules for holding meetings will be relaxed. Does this mean that shareholders will be able to pass resolutions via Facebook or hold meetings abroad?

10. The dispute resolution rules will be revised. Can disagreements between shareholders now be submitted more efficiently to the court?

Click here for the answers

If you would like more information about the Flex BV, please also feel free to contact Janou Briaire (

We look forward to providing you and your clients with thorough, tailor-made advice.