First steps taken to modernise Dutch NV law

The Dutch government has published a consultation draft of the 2027 Justice and Security Simplification Bill, proposing targeted technical amendments to Dutch company law for public limited liability companies (NVs), private limited liability companies (BVs) and associations. The proposed amendments are based on advice given by the Expert Group on NV Modernisation in 2024. The consultation period closed on 10 July 2026.

Background

The coalition agreement underlying the Jetten cabinet sets out an annual "simplification act" as a new instrument for introducing legislative improvements through an expedited process. The objective is to correct errors and ambiguities in existing legislation and to simplify certain procedures.

The first instalment is the 2027 Justice and Security Simplification Bill (the draft bill). Among other things, the draft bill amends Book 2 of the Dutch Civil Code, drawing on the 2024 advice of the Expert Group on Modernisation of Dutch NV Law. Only a small selection of that advice has been taken forward. The amendments are explicitly characterised as technical in nature. More fundamental recommendations by the Expert Group, including some of the most impactful modernisations, have been held back for a separate, dedicated legislative process.

Proposed amendments

"Advisory vote" renamed "advice"

Under current law, every managing and supervisory director of an NV, BV or association has an advisory vote (raadgevende stem) at the general meeting. In practice, this term causes confusion: managing and supervisory directors do not vote in that capacity, they advise. The bill replaces "advisory vote" by "advice" (advies) across all relevant statutory provisions, covering Dutch NVs, BVs and associations.

English-language articles of association

Under current law, the articles of association of NVs must be drawn up in Dutch. For BVs, English-language articles are only permitted if the BV is incorporated by way of an electronic notarial deed. The bill extends this facility in two ways:

NVs will be able to execute their deed of incorporation, and any subsequent deed of amendment of these, in English. English deeds of amendment will only be permitted if the original deed of incorporation was in English and the language of the articles has not been changed since.

BVs incorporated by way of a traditional (non-electronic) notarial deed will also be able to opt for English-language articles.

The draft explanatory notes to the proposal indicate that the English-language option is particularly beneficial to listed NVs. Given the presence of non-Dutch shareholders, English commonly serves as the corporate language of these entities. However, as noted by several respondents to the consultation, the new option is not available to existing listed NVs with non-Dutch shareholders that have Dutch-language articles and cannot switch to English under the current draft.

"NV" without full stops now permitted

Under current law, public limited liability companies must include the words Naamloze Vennootschap or the abbreviation N.V. in their name. In practice, "NV" without full stops is commonly used. The bill adds "NV" as a permissible abbreviation, aligning the law with existing practice.

Notably, no corresponding change has been made for the BV equivalent, despite the abbreviation "BV" also being used in practice. Several consultation respondents have flagged the absence of a corresponding change for BVs as an inconsistency.

Capital in foreign currency

Under current law, an NV's capital must be denominated in euros. Unlike BVs, NVs have no option to express their capital in a foreign currency. The bill removes this restriction, allowing NVs to denominate their capital in a currency of their choice.

Consultation respondents raised questions about the interaction between this option and the NV's minimum capital requirement, which is still expressed in euro. The bill does not address this issue.

Timing

The Ministry of Justice and Security will process all responses received and, where warranted, revise the draft bill and explanatory memorandum. A revised bill will then be submitted to the Council of State for advice, followed by debate to the lower and upper houses of parliament before it can be enacted and enter into force. The government aims for a 1 January 2027 effective date, an ambitious timeline given the steps that still remain.

The Expert Group's advice is part of a broader effort to modernise Dutch NV law that has been underway since at least 2016, with the modernisation of the BV in 2012 serving as the original point of reference. Despite repeated announcements in government letters to parliament, a comprehensive legislative overhaul of NV law has not yet materialised. The Expert Group's 2024 advice contains dozens of recommendations, covering areas such as share capital flexibility, share transfer restrictions, general meeting rules and the large-company regime. None of these have been taken forward in the current bill. No legislative timeline has been announced for the broader modernisation agenda. Given the scale of the remaining recommendations and the pace of progress to date, a comprehensive reform of Dutch NV law does not appear imminent.