Dutch Civil Code, Book 2, Title 4: the NV in English
The complete Title 4 of Book 2 of the Dutch Civil Code on the public limited company (naamloze vennootschap), Articles 2:64 to 2:174a, as in force from 1 July 2026. Full English translation with the official Dutch under every paragraph.
Card
- Official title
- Burgerlijk Wetboek, Boek 2 (Rechtspersonen), Titel 4: Naamloze vennootschappen
- In English
- Dutch Civil Code, Book 2 (Legal persons), Title 4: Public limited companies (NV)
- Articles
- 2:64 to 2:174a: 161 articles, 21 of them repealed, in eight divisions
- Version translated
- Consolidated text of Book 2 valid from 1 July 2026 (identifier BWBR0003045). The most recent change to Title 4 took effect on 1 July 2026
- EU basis
- Second Company Law Directive (now Directive (EU) 2017/1132) on capital; Shareholder Rights Directives 2007/36/EC and (EU) 2017/828
- How it is cited
- “Article 2:64 BW” or “art. 2:64 BW”
- Authentic language
- Dutch
- Official source
- wetten.overheid.nl
The text in 6 parts
What an NV is, incorporation by notarial deed, articles of association, name and seat, the €45,000 minimum capital, registration and founders’ liability. 20 articles.
Arts. 2:79–92bSharesRegistered and bearer shares, the Bearer Shares Conversion Act, share transfers, transfer restrictions, the shareholders’ register, usufruct and pledge. 26 articles.
Arts. 2:93–106Capital, own shares and distributionsPaying up shares, contributions in kind with an auditor’s statement, pre-emption, own shares, financial assistance, capital reduction and the balance-sheet test for distributions. 25 articles.
Arts. 2:107–128The general meetingPowers of the general meeting, approval of major board decisions, agenda rights, the response time for listed companies, notice, record date, voting and proxies. 31 articles.
Arts. 2:129–151Management board and supervisory boardDirectors’ duties, one-tier boards, remuneration policy and report, conflicts of interest, representation, liability in bankruptcy, the supervisory board and the gender quota for listed NVs. 31 articles.
Arts. 2:152–174aLarge NVs, gender balance and related-party transactionsThe structure regime for large NVs and its exemptions, gender-balance targets, and the approval and disclosure of material transactions with related parties in listed NVs. 28 articles.
In short
- An NV is a legal person with an authorised capital divided into transferable shares; shareholders are not liable beyond what they must pay up (Art. 2:64).
- Unlike the BV, the NV keeps a minimum capital: €45,000 issued and paid up, and at least one fifth of the authorised capital must be issued (Art. 2:67).
- Bearer shares are allowed only in the form of a global certificate held in the Dutch giro system (Art. 2:82); other bearer shares were converted by the Bearer Shares Conversion Act.
- Contributions in kind need a description with an auditor’s statement (Art. 2:94a). The NV may not provide financial assistance for the acquisition of its own shares (Art. 2:98c).
- Distributions are allowed only to the extent that equity exceeds paid-up and called-up capital plus reserves required by law or the articles: a balance-sheet test, not the BV’s liquidity test (Art. 2:105).
- Board decisions that change the identity or character of the company, such as selling the business or major acquisitions, need the approval of the general meeting (Art. 2:107a).
- Listed NVs have their own layer: a response time of up to 250 days for the board (Art. 2:114b), remuneration policy and report (Art. 2:135a, Art. 2:135b), a gender quota for the supervisory board (Art. 2:142b) and rules on related-party transactions (Art. 2:167–Art. 2:174a).
- As for the BV, directors are jointly and severally liable for the deficit in bankruptcy after manifest mismanagement (Art. 2:138).
Who it affects
- Groups that need an NV: listed companies, banks and insurers, and businesses whose counterparties expect an NV.
- Investors and bondholders in Dutch NVs: capital protection, distributions, approval of major transactions.
- Directors and supervisory directors of listed NVs: remuneration rules, gender quota, related-party transactions, response time.
- Holders of old bearer shares: the conversion rules and their deadlines.
Key dates
| Date | Event |
|---|---|
| 1 July 2010 | Shareholder Rights Directive implemented: record date, electronic participation (Stb. 2010, 257) |
| 1 July 2013 | Corporate governance amendments, including disclosure of shareholdings and agenda thresholds (Stb. 2012, 588) |
| 1 July 2019 | Bearer Shares Conversion Act: bearer shares only through the giro system (Stb. 2019, 107) |
| 1 December 2019 | Revised Shareholder Rights Directive: remuneration policy and report, related-party transactions (Stb. 2019, 423) |
| 1 May 2021 | Response time of up to 250 days for the board of a listed company (Stb. 2021, 185) |
| 1 January 2022 | Gender quota for supervisory boards of listed NVs and targets for large NVs (Stb. 2021, 495) |
| 1 July 2026 | Last step of the Bearer Shares Conversion Act (Art. 2:86d repealed); date of the version translated here |
BCA commentary
NV or BV?
Since the Flex BV reform of 2012 most private businesses choose the BV. The NV remains the form for listed companies, regulated financial institutions and groups that want a capital-protected vehicle. Much of the text runs parallel to the BV title, and the differences matter: minimum capital of €45,000 (Art. 2:67), a balance-sheet test instead of the liquidity test for distributions (Art. 2:105), a ban on financial assistance (Art. 2:98c) and an auditor’s statement for contributions in kind (Art. 2:94a).
Bearer shares
Dutch NVs may still issue bearer shares, but only in the form of a global certificate deposited with Euroclear Nederland or an intermediary (Art. 2:82). The Bearer Shares Conversion Act converted other bearer shares into registered shares so that their holders can be identified, and its final transitional step took effect on 1 July 2026. Anyone still holding an old bearer certificate should check where the shares now stand.
Shareholders’ say in major decisions
Art. 2:107a requires the general meeting to approve board decisions that change the identity or character of the company: transferring the business, entering into or ending lasting cooperation of far-reaching significance, and acquiring or disposing of participations worth at least a third of the assets. The board of a listed NV facing an activist or a hostile bid can invoke a response time of up to 250 days (Art. 2:114b).
Listed NVs: remuneration and related parties
The revised Shareholder Rights Directive brought a remuneration policy approved by the general meeting (Art. 2:135a), an annual remuneration report put to an advisory vote (Art. 2:135b) and rules on related-party transactions: material transactions outside the ordinary course of business or not on market terms must be announced and approved by the supervisory board, or by the general meeting if there is none (Art. 2:169).
Large NVs and gender balance
The structure regime of Art. 2:152–Art. 2:164a mirrors the BV rules: an NV with capital and reserves above the statutory threshold, a works council and at least 100 employees in the Netherlands must register as a large company and, after three years, have a supervisory board with strong powers. For listed NVs the supervisory board must consist of at least one third men and one third women; an appointment that does not improve the balance is void unless an exception applies (Art. 2:142b).
Amendment history
Acts that gave the articles of Title 4 their current wording, from the official metadata of wetten.overheid.nl, with the articles they touch. Articles whose wording dates from the 1976 enactment of Book 2 are not listed.
| Act | Articles |
|---|---|
| Stb. 1981, 332 Implementation of the Second Company Law Directive | Arts. 2:81, 2:83, 2:95, 2:96b, 2:97, 2:98b, 2:106, 2:150 |
| Stb. 1983, 663 Implementation of the Fourth Company Law Directive | Arts. 2:104, 2:148 |
| Stb. 1984, 352 Amendment of the Trade Register Act | Art. 2:75 |
| Stb. 1985, 656 New capital rules for the BV | Arts. 2:80b, 2:94d, 2:98d, 2:123 |
| Stb. 1986, 275 Act against misuse of legal persons | Arts. 2:86, 2:86a, 2:86b |
| Stb. 1987, 112 Structure regime for companies that are partners in partnerships | Arts. 2:152, 2:160, 2:165 |
| Stb. 1988, 517 Consolidated annual accounts | Art. 2:76 |
| Stb. 1989, 541 Adaptation of Books 1 and 2 to the new Civil Code (Books 3, 5 and 6) | Arts. 2:70, 2:80, 2:84, 2:90, 2:91, 2:130, 2:149, 2:171, 2:172, 2:173, 2:174 |
| Stb. 1990, 1 Simplification of the rules on annual accounts | Art. 2:116 |
| Stb. 1992, 458 Transfer of registered shares in NVs and BVs | Art. 2:85 |
| Stb. 1994, 506 Dissolution of legal persons by the Chamber of Commerce; appeals | Art. 2:73 |
| Stb. 1997, 660 Registered Partnership (Adaptation) Act | Art. 2:137 |
| Stb. 1997, 776 Divisions of legal persons | Art. 2:91a |
| Stb. 2000, 267 Introduction of the euro in Book 2 | Arts. 2:67, 2:67a, 2:67b, 2:67c, 2:121a |
| Stb. 2000, 283 Revision of preventive supervision of NV and BV formation | Arts. 2:87, 2:87a, 2:87b, 2:92, 2:118 |
| Stb. 2001, 584 Judicial Organisation Modernisation (Adaptation) Act | Arts. 2:71, 2:111, 2:112 |
| Stb. 2004, 370 Amendment of the structure regime | Arts. 2:105, 2:141, 2:144, 2:157, 2:163 |
| Stb. 2006, 525 Electronic means of communication in decision-making | Art. 2:128 |
| Stb. 2006, 569 Supervision of financial reporting by issuers | Art. 2:103 |
| Stb. 2006, 605 Introduction of the Financial Supervision Act (adaptation act) | Art. 2:93a |
| Stb. 2007, 406 Implementation of MiFID | Arts. 2:80a, 2:86c, 2:118a |
| Stb. 2008, 85 Justice Repair Act 2008 (technical corrections) | Arts. 2:78a, 2:88, 2:89, 2:89a, 2:94, 2:96, 2:96a, 2:98a, 2:99, 2:107, 2:108a, 2:159 |
| Stb. 2008, 195 Implementation of Directive 2006/68/EC (capital of NVs) | Arts. 2:69, 2:94b, 2:94c, 2:98, 2:98c |
| Stb. 2010, 250 Works council’s right to give its position at NV general meetings | Arts. 2:107a, 2:134a, 2:144a |
| Stb. 2010, 257 Implementation of the Shareholder Rights Directive 2007/36/EC | Arts. 2:113, 2:114, 2:117a |
| Stb. 2010, 280 Abolition of the ministerial declaration of no objection | Arts. 2:64, 2:68, 2:72, 2:125 |
| Stb. 2011, 248 Financial Markets Amendment Act 2010 | Art. 2:76a |
| Stb. 2011, 275 Management and Supervision Act (NV and BV) | Arts. 2:132, 2:133, 2:140, 2:146, 2:164a |
| Stb. 2011, 470 Amendment of the Notaries Act after its evaluation | Art. 2:117 |
| Stb. 2011, 500 Security and Justice Omnibus Act 2011 | Arts. 2:110, 2:124 |
| Stb. 2012, 300 Flex BV Implementation Act | Art. 2:162 |
| Stb. 2012, 313 Revision of the judicial map | Arts. 2:158, 2:161, 2:161a |
| Stb. 2012, 588 Corporate governance amendments (Monitoring Committee advice) | Art. 2:114a |
| Stb. 2012, 682 Administrative Procedure Adjustment Act | Art. 2:174a |
| Stb. 2013, 302 Pension Fund Governance Act | Arts. 2:132a, 2:142a |
| Stb. 2013, 507 Chamber of Commerce Act | Arts. 2:74, 2:77 |
| Stb. 2014, 540 Security and Justice Repair Act 2014 (technical corrections) | Art. 2:154 |
| Stb. 2015, 349 Implementation of the Accounting Directive 2013/34/EU | Arts. 2:101, 2:139, 2:153 |
| Stb. 2015, 505 Electronic deposit of documents with the trade register | Arts. 2:94a, 2:102 |
| Stb. 2016, 31 Implementation of the amended Transparency Directive 2013/50/EU | Art. 2:117b |
| Stb. 2016, 290 Digitalisation of civil procedure (adaptation act) | Arts. 2:92a, 2:100 |
| Stb. 2017, 235 Repair of EU financial-markets implementation | Art. 2:119 |
| Stb. 2017, 512 Implementation of MiFID II | Art. 2:164 |
| Stb. 2018, 139 Strengthening the audit profession | Art. 2:129a |
| Stb. 2019, 107 Bearer Shares Conversion Act | Arts. 2:82, 2:86d, 2:92b |
| Stb. 2019, 423 Implementation of the revised Shareholder Rights Directive (EU) 2017/828 | Arts. 2:117c, 2:120, 2:145, 2:160a, 2:168, 2:169, 2:170 |
| Stb. 2020, 507 Management and Supervision of Legal Persons Act (WBTR) | Arts. 2:131, 2:134, 2:138, 2:142, 2:151, 2:155, 2:155a |
| Stb. 2021, 185 Response time for the board of a listed company | Arts. 2:114b, 2:129 |
| Stb. 2021, 495 Gender balance on management and supervisory boards | Arts. 2:142b, 2:166 |
| Stb. 2022, 345 Justice and Security Omnibus Act 2022 | Art. 2:93 |
| Stb. 2022, 428 Implementation of the CCP Recovery and Resolution Regulation (EU) 2021/23 | Art. 2:115 |
| Stb. 2023, 57 Financial Markets Amendment Act 2022-II | Arts. 2:135, 2:135a, 2:135b, 2:167 |
Related acts
The private limited company, translated in full. Many NV provisions have a BV twin.
Netherlands · Civil CodeBook 2, Title 1: general provisionsDirectors’ duties (Art. 2:9), records (Art. 2:10), resolutions and dissolution for all legal persons.
Netherlands · RegistersTrade Register Act 2007Registration with the Chamber of Commerce and the UBO register.
EU · DirectiveDirective (EU) 2017/1132Codified company law directive, including the capital rules for public limited companies. EUR-Lex.
EU · DirectiveDirective (EU) 2017/828Revised Shareholder Rights Directive: remuneration and related-party transactions. EUR-Lex.
How to cite
Cite the article and paragraph and link to the paragraph anchor. For example:
Unofficial English translation by BCA EU, for information. Only the Dutch text has legal force. Article headings are editorial; title and division headings are the law’s own. Text checked against the consolidated version of Book 2 valid from 1 July 2026 on wetten.overheid.nl on 30 October 2026. This page is not legal or tax advice.
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