With rising gas prices, inflation, the war in Ukraine, and a World Cup in Qatar, it can be challenging to keep track on changing laws and regulations. Don’t worry – we have got you covered with these hot topics 2023.
UBO-register
Following a European Court of Justice ruling of 22 November 2022, public access to the information in the UBO-register is ruled invalid. The Court has ruled that public access to the UBO information constitutes a serious interference with the right to respect of private life and the right to the protection of personal data. As a response, the Chamber of Commerce now temporarily does not provide information from the UBO-register. The obligation for legal entities to register UBOs remains in force.
Energy label C for business premises
We are on the eve of the introduction of the Label C-obligation, meaning that as of January 1, 2023, business premises are obligated to have an energy label C (or better) in order to be used as business premises. It was recently announced that the government will enforce the requirements, which can result in fines and eventual closure of the building in question. It is advised to determine whether this obligation applies to your (company’s) property and, if so, who – by law or lease agreement – is responsible for the implementation and/or funding of the measures to obtain this label.
Expedited (or ’turbo’) liquidation
A legislative proposal Temporary Act Transparency Turbo Liquidation (Tijdelijke wet transparantie turboliquidatie) is pending in the House of Representatives (Tweede Kamer), in connection with increasing transparency on the dissolution of legal entities without benefits and the introduction of the possibility of a civil-law based director disqualification. It is proposed to implement new temporary articles in the Dutch Civil Code on the basis of which the board of directors must, within ten working days after a turbo liquidation, file documentation with the trade register of the Dutch Chamber of Commerce in which the board renders financial accountability for the turbo liquidation. This includes a balance sheet and statement of assets and liabilities, a written statement of reasoning for the absence of profits, any prior settlements and distributions to creditors (if any) and mandatory filing of the annual accounts for the financial years preceding the financial year in which the legal entity is dissolved. The board shall furthermore be obligated to inform creditors of the turbo liquidation. Non-compliance can lead to a fine or, ultimately, director disqualification of the former director in question. It is advised to take the Temporary Act in consideration if planning to dissolve your entity in the coming years.
The Investments, Mergers, and Acquisitions Security Screening Act (Wet veiligheidstoets investeringen, fusies en overnames (Wet Vifo), the Act)
The Act has been adopted by the Senate (Eerste Kamer) and is expected to enter into force early 2023 – with (partial) retroactive effect as of 8 September 2020. The Act introduces a notification obligation for all investments in critical companies that are involved in vital processes or are active within the field of sensitive technologies. All transactions (including investments, mergers and acquisitions) that result in either a change of control, the acquisition of a relevant company or an increase of significant influence over a relevant technology company, fall within the Act’s scope. Investor and target company have a joint responsibility for the notification of the transaction. Based on the Act, the Dutch Investment Review Agency (Bureau Toetsing Investeringen, the BTI) will evaluate whether a transaction poses a risk to national security and if an evaluation decision is required. During the evaluation there is a standstill obligation demanding the parties to obtain the approval prior to closing. Not notifying the transaction or not obtaining approval may result in, inter alia, administrative fines or ultimately the transaction being void or to be annulled. Once the Act is entered into force with retroactive effect, investments that fall within the Act’s scope may be evaluated retroactively. We advise you to timely employ counsel if you suspect the Act to apply to you or any transactions you are involved in or have been.
