Appointing and Removing a company director for a Dutch company
The responsibilities of a director for a dutch company
It can vary depending on the specific role and the size and nature of the Dutch company.
Generally, dutch directors have a fiduciary duty to act in the best interests of the company and its shareholders.
Here are some common responsibilities of Dutch directors in a corporate setting:
Governance and Strategic Planning:
Directors play a crucial role in setting the strategic direction of the company. They participate in strategic planning sessions, make decisions about long-term goals, and ensure that the company operates within legal and ethical boundaries. Directors are responsible for monitoring the company’s performance and overseeing its financial well-being.
Board Meetings and Decision-making:
Directors typically serve on the board of directors and attend regular board meetings. They actively participate in discussions, provide insights and expertise, and make informed decisions that impact the company’s operations and growth.
Compliance and Risk Management:
Directors are responsible for ensuring that the company complies with Dutch laws, regulations, and industry standards. They oversee risk management practices, evaluate potential risks, and implement strategies to mitigate them. Directors may also establish internal controls and policies to safeguard the company’s assets and reputation.
Appointment and Oversight of Management:
Directors are involved in the selection, appointment, and evaluation of key executives, including the CEO. They provide guidance and oversight to the management team, ensuring that they operate in the best interests of the company and its stakeholders.
Directors represent the company’s interests to various stakeholders, including shareholders, employees, customers, suppliers, and the wider community. They may engage with investors, attend shareholder meetings, and communicate with key stakeholders to maintain positive relationships and address concerns.
Directors review financial statements, budgets, and financial reports to ensure accuracy and transparency. They monitor the company’s financial performance, assess risks related to financial matters, and approve major financial decisions.
The role of Dutch directors is highly important in providing strategic guidance, ensuring compliance, and protecting the interests of the company and its stakeholders.
Appointing a director of a Dutch B.V.
The first company directors of a Dutch company are appointed by the incorporator(s) during the company formation.
The number of managing directors is determined by the shareholders unless the company’s Articles of Association provide otherwise, but it must have at least one director.
Subject to contrary provisions in the company’s articles of association/the Deed of incorporation, a company director need not be a Dutch national or resident, in other words, non-residents can also be appointed as company directors.
A legal entity or foreign company may also be appointed as a company director of a Dutch company.
When appointing a Dutch company's director, what documents are required?
1. A relevant dutch chamber of Commerce form “KVK form” needs to be completed, below are the details.
date of appointment
company director title
date of birth
authority of a newly appointed director
2. A copy of the minutes of a general meeting approving the appointment of a Dutch company’s director.
3. the original copy of the new director’s legalised passport copy
4. the original copy of the new director’s proof of address
5. One of the appointed directors must sign the form and the original signed needs to be filed. Please note that a PDF copy is not acceptable.
Different rules for filing if you are non-residents directors
When the director of a Dutch company does not reside in the Netherlands, the Dutch Companies House“KVK” has different rules for filing corporate changes.
Since KVK cannot verify the identity of the director online, non-resident directors are not possible to file any corporate changes electronically.
Informing the Dutch company house "KVK"
In this case, the filing of the changes has to be sent by postal mail.
The deadline for filing is within 8 workings day of the date of the general meeting which approves the appointment.
Update the UBO register or not
It is important to check whether the new director is required to register as a UBO of the company.
If you are not familiar with what UBO (Ultimate Beneficial Owner) means, this UBO post may give you some insight.
If the director concerned is required to register as UBO, it must notify KVK when the new company director is appointed.
Our solution for non-residents director or foreign company secretary who has no local staff based in the Netherlands to do the filing.
Our services include:
Draft minutes of shareholders’ meetings in accordance with the company’s articles/the deed of incorporation;
Completing the form required by KVK;
Check whether the new director is required to register as a UBO at KVK;
Send the form and required attachments within the statutory deadline;
The full document will be sent by registered mail to ensure safely arrived:
Verify receipt of the post and follow up if necessary;
An extract reflecting the new changes will be provided.
It may be more complex and time-consuming to submit any changes especially if your Dutch company have no local staff based in the Netherlands.
Our local company secretary team can file the appointment on your behalf and post the required documents for you locally.
There is no need to be concerned about the filing not being complete and incorrect, not filed within the statutory deadline or not being compliant with Dutch legislation.
Fixed fee arrangement so that you no longer need to worry about being over the budget.
What is the process for removing a director of a Dutch B.V. ?
Before removing a director, you must ensure that there is at least one director running the company.
A company director can usually be removed by the general meeting of shareholders.
The articles of the company may provide the procedure for the removal, it is important to refer to relevant provisions.
Other ways in which a Dutch director's appointment can end
Immediately when an executive dies, he is immediately removed as a director.
A director can voluntarily resign if he or she no longer wants to be a director of the compan
Documents required to remove a director from a Dutch company
A letter of resignation
A change of director’s form is required to be signed by the resigning director and the current director
Minutes of board meeting and general meeting to record the decision and the effective date.
A copy of the director passport who signed the form.
Notify companies house/KVK chamber of commerce
When the decision is made by the shareholders to remove a director, the existing director is required to notify companies house/the Dutch Chamber of Commerce within 8 working days.
If the directors are not a local director, the original change of director’s form form and other necessary attachments have to be sent via postal mail.
It is important to verify whether the resigning director is necessary to be removed from the UBO register (Ultimate Beneficial Owner).
Remove a company director package
Prepare a letter of resignation within compliance to the Netherlands Chamber of Commerce
Draft minutes of a board meeting in accordance with the company articles/the deed of incorporation.
Fill out the necessary form required by the Dutch Companies House
check whether the update of UBO register is necessary;
Ensure that the document is sent by registered mail to the Dutch Companies House address.
Verify receipt of the post and follow up if necessary
Provide an extract reflecting the changes made.
We offer pay-as-you-go services, so you do not have to commit to a yearly fee
You pay ONLY when you require our services.
If you require any other company secretarial services which are not listed here, for example:
- Changing the name of a Dutch company.
- Changing the address of a Dutch-registered company.
- Change of articles of association
- Paying dividends
Other common asked questions
Removing a director from a company without his/her consent?
The shareholders of a company may have the authority to remove a director by passing a resolution at a general meeting. The specific requirements would be outlined in the company’s articles/deed of incorporation.
This process typically involves giving notice to the director and providing an opportunity for them to be heard.
What details of company directors made available to the public?
The information such as the name, date of birth, date of appointment, the title and their authority will be publicly available on a KVK extracts
Can I resign if I am the sole company director?
If you wish to quit as sole directors of a dutch company in which you are a shareholder, you can nominate another executive for that position.
Alternatively, if you have a firm that is financially stable, you can sell your dutch company to a third party.