Management Board of a Company in the Netherlands

Opening a company in the Netherlands implies respecting several requirements imposed by the Company Law. However, there are also other laws which provide for the registration of companies in the Netherlands, among them being the Corporate Governance Code which covers various aspects related to the management of Dutch companies.

All Dutch businesses must have directors or management board, depending on the structure employed upon the registration of the company. Our company formation specialists in the Netherlands can help with the incorporation of various types of structures and can explain the management requirements for each type of company.

Dutch company management requirements

The Company Law requires both the private and public limited liability companies to appoint company directors who must form a management board and a supervisory board. The main difference between the two boards resides in the duties of each of them: the management board is in charge with the execution of the daily activities in the business, while the supervisory board is in charge with overseeing the activities of the management board.

The management board and the supervisory board of a private limited liability company (BV) and public company (NV) are appointed upon the registration of the business. The duties of the directors are detailed in the company’s statutory documents.

Our Dutch company formation agents can offer more information about the number of directors which must be comprised in the management board of a BV or NV. We can also help you register a company in the Netherlands.

The duties of the management board of a Dutch company

No matter the chosen business form for company registration in the Netherlands, the management board will have several duties and obligations. Among them, we mention the following:

• -          the day-to-day management and completion of various tasks within the company;
• -          establishing the goals of the company and implementing various policies which lead to profits;
• -          ensuring effective monitoring of various events happening in the Dutch company;
• -          ensuring the company has the necessary liquidity to complete its activities;
• -          preparing the necessary documents which need to be presented during the Annual General Meeting of the shareholders;
• -          implementing various decisions and resolutions, as requested by the shareholders and other corporate bodies;
• -          ensuring that all the employees fulfill their roles in the company with care and diligence.

The management board of a Dutch company will also be in charge of creating and supervising risk management strategies and will report to the supervisory board.

The management board also has various administrative obligations to comply with, among which the most important ones relate to the tax reporting regulations.

If you need information on the taxation of companies, our company formation representatives in the Netherlands can offer updated information on the reporting requirements imposed on all business forms.

Accounting requirements of a Dutch company’s management board

From an accounting point of view, the management board of a company in the Netherlands must:

• -          ensuring the tax obligations of the company are fulfilled, meaning all the taxes must be paid on time;
• -          the accounting books and records must be kept updated by the management board of the company;
• -          the annual accounts must be prepared in time and filed with the Trade Register and the tax authorities;
• -          the shareholders’ register must also be updated by the management board of the company.

The Dutch company’s management board will also be in charge of reporting any changes to the Companies Register in the Netherlands. Additionally, it can propose various tax planning solutions which can help the company prosper.

We offer accounting services to Dutch small, medium and large companies. Foreign investors can also rely on us if they want to open a company in the Netherlands.

The rights of company managers in the Netherlands

The management board of a company in the Netherlands can be made up of several directors or managers who will have various rights. Among these, the most important one is related to participating in decision-making meetings and voting on the matters discussed. Also, all directors and managers must be given sufficient time to prepare for any management board or annual general meeting.

If you need more information on how the management of a company is ensured in the Netherlands, please feel free to contact us. With a vast experience in Dutch company formation matters, we can help you set up any type of business form you are interested in.