With effect from 1 July 2011, it is no longer necessary to obtain a Certificate of No Objection when incorporating a private limited liability company (BV), public limited liability company (NV) or European company (Societas Europaea (SE)). Neither is such certificate necessary for the amendment of Articles of Association, or in the event of a conversion into one of the three aforementioned corporate forms. This means that the Certificate of No Objection is no longer required for the execution of a Deed of Incorporation of a BV, NV or SE or the execution of a Deed of Amendment of the Articles of Association. As a result, incorporation or amendments to the Articles of Association is speeded up.
Permanent supervision
The Certificate of No Objection will be replaced by a new system of ongoing supervision that will apply throughout the life of a legal company. Permanent supervision commences on registration of the incorporated company in the Commercial Register of the Dutch Chamber of Commerce. The aim of such permanent supervision is to prevent and combat misuse of such companies and their affiliates.
The Authorities will draw up a number of risk profiles. Each risk profile will include a set of risk indicators or characteristics with respect to forms of misuse. Should one of these profiles apply to a legal company, there is a heightened risk of misuse of the entity for illicit purposes. The Authorities will obtain the data that they require for ongoing supervision from both private and public sources in the Netherlands.
The main source will be the Commercial Register, the Municipal Personal Records Database, Central Insolvency Register and the Judicial Documentation System. If thorough analysis shows that there is no risk of misuse, the data obtained will be automatically removed from the system. It is anticipated that in a limited number of cases a heightened risk of misuse of or by the entity will be found.
In the event of heightened risk, a risk alert will be sent to a group of law enforcement authorities. These include the Public Prosecution Service, the Tax Authorities, the Dutch Central Bank (DNB), the Netherlands Authority for the Financial Markets and the police, as well as special agencies such as the Fiscal Intelligence and Investigation Service/Economic Investigation Service (FIOD/ECD) and the Social Security Information and Investigation Service (SIOD). The Authorities will decide whether any follow-up action is necessary after receipt of the risk alert.
For more information, please contact Jolanda Vossen, phone number +31 20 301 66 33 or through e-mail jolanda.vossen@vmwtaxand.nl.
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