The Societal BV (BVm) is a newly proposed legal form on which an Internet consultation was held as early as 2021 and for which a civil law bill is in preparation. The BVm should make it easier to recognize companies with a social character. This is in line with the government's desire to improve the regulatory environment and playing field for enterprises with a social and societal purpose.
Non-profit institutions are important in addressing various societal challenges, such as education, welfare and culture, both nationally and internationally. The BVm allows these organizations to clearly identify themselves, making it immediately clear to business partners that they are dealing with a company that puts social impact ahead of profit distributions to shareholders and reinvests in itself to further increase social impact.
According to a letter dated March 4, 2024 to the House of Representatives, according to outgoing Minister Adriaansens of Economic Affairs and Climate, the current preliminary draft bill still has some snags that require further consultation with experts before the bill could be made final.
However, at present, according to outgoing Minister Adriaansens, there is not yet a clear understanding of the specific requirements and safeguards related to the provisions regulating the profits and assets of the social limited liability company. The Minister will submit to the experts the question whether the proposed provisions relating to profit and capital are sufficiently effective and practicable, or whether they see reason to include alternative or additional provisions. After consulting with the relevant experts, she will make a decision on how to proceed with this process.
For non-profit institutions, the BVm may be an interesting legal form in the future. However, we are curious about the tax aspects that will be associated with the new legal form. For example, under circumstances, non-profit institutions in foundation form may currently be subject to corporate tax: https://www.govers.nl/en/actualiteiten/vennootschapsbelastingplicht-stichtingen-en-verenigingen.
In corporate tax, however, specific exemptions and facilities also apply to foundations. The question is whether, like a regular BV, the BVm will always be subject to corporate income tax and whether exemptions and facilities will apply to the BVm legal form. The fiscal impact of the BVm is unfortunately still uncertain at this time.
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