An internet consultation has been launched by the Dutch Ministry of Economic Affairs on the initiation of legal regulation for a private company with a social purpose ("BVM")[1]. The purpose of such a legal entity is to legally regulate the recognition of a BV, including social enterprises. This legal regulation will then be able to be applied for. The legal regulation of the BVM will make it clear to business relations in particular that for the company, the sorting of social impact takes precedence over distributing profits to shareholders. This seems to have the effect that it manages the expectations of third parties that have a business relationship with a BVM.

Once the BVM is applied for and approved, this is registered in the Dutch trade register. Because of the social purpose of this new type of BV, it will also affect the distribution of profits to shareholders.

The main principles in this scheme are:

• The BVM's inception stems from the need of entrepreneurs who wish to use it to communicate to third parties that their BV has a social purpose.
• The BVM is not labelled by the legislator as a new legal entity. It is referred to as a special form of the BV.
• The bill will contain some additional provisions that emphasize the social character of the BVM, such as rules for the social statutory objective in the articles of association, profit distributions and reporting regarding the social impact of the company driven by the BVM.
• The BVM could be adopted when establishing the BVM but also thereafter. This will be included in the articles of association.
• The consultation indicates that the social interest pursued is an essential feature of the BVM. In order to prevent arbitrariness, it has been decided to define an exhaustive list of social objectives, which is in line with the enumeration of 'public benefit' in Art. 5b, paragraph 3 AWR.
• A characteristic of a BVM is that it does not focus on making a profit (read: to be distributed among the shareholders), but on realizing a positive social impact. What exactly is meant by this will be further explained in the bill.

Furthermore, the BVM still needs to be elaborated further. At the tax level, it seems to have the same tax treatment as the regular BV. However, the specific tax consequences of a BVM will have to become apparent from the bill.

We will be happy to keep you informed of further developments regarding the BVM. In the meantime, if you have any questions about the BVM and how it might fit into your group structure, we are more than happy to assist you in this matter.