The role of local company secretary in a Dutch company
Companies operating in the Netherlands, as with most countries, are legally required to operate within the rules and regulations of the country.
There are increasing number of foreign companies choosing the Netherlands to open their subsidiaries, since they are owned and operated by overseas entities, the director of its dutch company is usually non-resident.
Having a Company Secretary in the Netherlands is important in helping non-resident director maintain compliance with the dutch law and its Deed of incorporation.
What is the Deed of Incorporation?
The deed of Incorporation contains various provisions which comprise the company’s Articles:
- 1. the company details such as company name,
- 2. the authorised share capital
- 3. its object clause or the scope of business
- 4. the company address
- 5. the financial year if it is not the calendar year
- 6. the rules of transfer of shares
- 7. the authority of managing directors
- 8. the institution of a supervisory board if any
- 9. Rules governing the appointment and removal of managing director or supervisory board.
- 10. Rules concerning the convening and procedure at general meetings of shareholders
When it comes to making decision such as amendment of the articles, the board of director needs to ensure that the requirement of specific majority at general meeting are met.
Therefore, it is important to refer to the Articles whenever necessary to ensure that all the rules and procedures are observed.
What is a director of a Dutch company?
A Dutch director is a person responsible for the daily management of the company. The managing directors of a Dutch company need not be Dutch nationals or residents. They can be non-residents except the Articles states otherwise.
Authority of a director
The management board represent the company. They may represent the company either solely or jointly with one or more other directors.
For example, they may bind the company by entering into a contract with a bank, customers or suppliers.
What are the specific duties of managing director of a Dutch company?
Apart from its management and administration of the dutch company’s business, the board of director is also responsible for the below:
1. Within 6 months after the end of the accounting year;
- Draw up the balance sheet and profit and loss accounts.
- Report activities over the previous financial year to the Annual General Meeting;
- File the annual report at the KVK within 8 days of adoption by the Annual general meeting
2. The board of directors is obliged to store the books, documents, and other data storage for seven years
3. Provide the right to vote on a resolution – when preparing a general meeting of shareholders, the director must ensure anyone who has a right to vote is invited to the meeting
4. Keeping a record of shareholders’ resolutions which are available for inspection by shareholders and depositary receipts if the shares of the company is pledged.
5. Ensuring the company complies with relevant legislation and regulations, such as current rules on UBO declaration for all beneficiaries with more than 25% ownership or voting options in the company
Statutory requirements of a Dutch company
Annual report – see above
Corporation income tax return
Annual tax returns must be prepared and filed within six months from the closing date of the company’s financial year. An extension of the filing period is possible, but has to be applied for.
Filing of VAT return
VAT is an indirect tax levied on supply of goods and services in the Netherlands. The standard rate is 21% for specific goods and services.
The VAT collected by the Dutch company from its customers must be paid to the tax authority in the form of preparing a VAT return. This can be filed monthly, quarterly or annually. If there is a negative balance (for example, the VAT paid to your supplier is more then you collected from your customers), of these amounts is refunded.
What is a Dutch Company Secretary?
The company secretary is also known as a corporate secretary. They can be seen as a company’s internal housekeeper.
A Dutch company secretary is a professional who assists the board of directors in ensuring their statutory duties are complied with.
The secretary’s duties include carrying out the necessary administrative tasks, such as:
- Liaising with the accountant to ensure annual accounts, VAT returns, and Corporate income tax filing on time.
- Preparing meetings and minutes for board and general meetings by observing the rules laid out in the Article of Association,
- Updating any internal changes, such as changes of address or director, at KVK within the required timeframe.
- Managing corporate records and guiding compliance with laws and regulations.
- Handle the company’s official letters and respond to them promptly.
Company secretarial services help non-resident directors to fulfil their director duties, as laid out in dutch Law
Our company secretarial services are specially tailored made for foreign directors who is not based in the Netherlands.
Having served foreign directors for many years, we understand the issues they repeatedly encounter and with which tasks they need assistance with.
For these simple reasons, we have created a cost-effective package to ensure that all your compliance and administrative issues are covered for non-residents directors
Confused with all the information available online?
Other services for non-resident directors
Choose the package to fit your needs
Basic
€1,500 p.a
- Ensuring compliance with the company’s deed of incorporation
- Keeping a Dutch BV in a good standing
- Maintenance of books and records
- keep track of deadlines such as annual report and tax
- Prepare one AGM and one board meeting
Basic +
€2,500 p.a
- Dedicated person support
- Two corporate changes
- Preparing minutes and resolutions
- Arrange for tax refund to be transferred directly to BV's business bank account
- Ensuring compliance with the company’s deed of incorporation
- Keeping a Dutch BV in a good standing
- Maintenance of books and records
- keep track of deadlines such as annual report and tax
- Prepare one AGM and one board meeting
- Liaise with accountant and tax lawyer
- Obtain KVK products
Engaging a local company secretary for your dutch company
Our company secretarial team can assist you with keeping your dutch company in order, the below are some of the services which most of our foreign clients need:
- Set up a dutch company
- Handle your incoming dutch official correspondence
- ensure the company comply with the dutch law such as statutory filing required by a dutch company is filed on time.
- Record the decisions made by the company and safeguard the minutes of general and board meetings.
- change of address of a dutch company.
- Appointment of a new director of a dutch company
- Resignations of director of a dutch company.
- download KVK company extracts
- Handle liaising with auditors, tax advisers, lawyers, bankers, and shareholders on board governance issues with a high level of efficiency and professionalism.
- Submit annual accounts to the AGM for approval and filing at the KvK within the required timeframe.
- If your Dutch company has employees, we will handle administrative duties like ensuring that wage tax is paid to the tax authority by the set deadlines.
- Make sure VAT returns are submitted to the tax authority within the required time frames.
- Maintain your company’s book and records for at least seven years.