Recent Regulatory Changes for Dutch Private Limited Companies (BV): 2025–2026

Overview

The Netherlands has introduced significant legislative changes affecting the besloten vennootschap (BV) and naamloze vennootschap (NV) during 2025–2026. Reforms span digital governance, beneficial ownership transparency, cash payment restrictions, and sustainability reporting obligations.

1. Act on Digital General Meetings (December 2025)

A new act entered into force in December 2025 making permanent the temporary provisions that permitted fully digital general meetings of shareholders. Dutch BVs and NVs may now hold entirely virtual shareholder meetings without a statutory requirement to convene at a physical location, provided this is authorised in the company's articles of association. Hybrid meetings remain available as an alternative format.

2. UBO Register Access Restriction (July 2025)

Following the Court of Justice of the European Union ruling in Joined Cases C-37/20 and C-601/20, the Netherlands revised the public accessibility of its UBO register. As of July 2025, access to UBO data is restricted to competent authorities, financial intelligence units, obliged entities conducting customer due diligence, and persons demonstrating a legitimate interest. General public access without stated purpose has been discontinued.

3. Cash Payment Limit — EUR 3,000 (January 2026)

The Act on the Limitation of Cash Payments entered into force on 1 January 2026. Dutch BVs and NVs may not accept or make cash payments exceeding EUR 3,000 per transaction or series of related transactions. Violations are subject to administrative fines imposed by the Netherlands Authority for the Financial Markets (AFM).

4. DGA Minimum Salary — EUR 58,000 (2025)

The minimum customary salary (gebruikelijkloonregeling) for directors who are also substantial interest holders (directeur-grootaandeelhouder, DGA) in a BV increased to EUR 58,000 per annum for 2025. The salary must be at least the highest of: EUR 58,000, the salary of the most comparable employment, or 75% of the salary in the most comparable employment.

5. CSRD Implementation Postponement

The Netherlands approved the postponement of CSRD obligations for medium-sized companies consistent with the EU Omnibus Proposal. Medium-sized companies subject to the second wave have received a two-year deferral, with new reporting obligations expected no earlier than 2027.

Summary of Key Legislative Instruments