English-language articles of association for BVs and NVs: Council of State raises concerns
On 19 October 2026, the Advisory Division of the Dutch Council of State (Raad van State) published its advice on the Justice and Security Simplification Act 2027 (Vereenvoudigingswet Justitie en Veiligheid 2027; W16.26.00258/II, adopted on 14 October 2026). One of the proposals: deeds of incorporation and articles of association of NVs and BVs may in future also be drawn up in English.
The proposal
The bill would allow the deed of incorporation and the deed amending the articles of association of a company to be executed in English. Listed companies would be allowed to convert their existing articles into English. The government is following the advice of the Expert Group on the modernisation of NV law. The current starting point is that deeds of incorporation and articles of association are drawn up in an official language (including Articles 2:27(2), 2:65, 2:176(1) and 2:286(2) of the Dutch Civil Code). Another language is permitted, but the civil-law notary must understand it and a certified translation must be attached. An exception already applies to the online incorporation of a BV, based on EU rules.
The Council of State's concerns
According to the Advisory Division, the proposal goes further than the expert group advised. It departs from the link with the official language without further justification and does not cover legal entities other than capital companies. Moreover, English-language articles do not change the applicability of Dutch company law, including in disputes with third parties in which the interpretation of the articles plays a role. The Division asks the government to explain the consequences for Dutch-language legal practice and suggests two alternatives: always execute the deed in Dutch, while retaining the option to do so in English as well, or make a certified Dutch translation mandatory. Both language versions would then be authentic.
Next steps
The government must now process the advice. The bill will then be submitted to the House of Representatives. For international groups, investors and deal teams, this is a proposal to watch.
Practical tips
For now, assume that articles of association are executed in Dutch (or with a certified translation); the proposal is not yet law.
With English-language documents, keep in mind that Dutch company law governs their interpretation; align the terminology accordingly.
If two authentic language versions become possible, make sure they correspond fully in substance.
Read more about our corporate and transactional services on our specializations page. Questions about your articles of association or corporate structure? Contact us; we are happy to help.
This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
