The role of company secretary in a Dutch B.V.

For those of you from Commonwealth countries, the title company secretary is a familiar one. 

In the Netherlands, however, there is no legal requirement for a Dutch company to appoint a company secretary.

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So what is a Company Secretary and what is their role?

The company secretary is also known as a corporate secretary. They can be seen as a company’s internal housekeeper.

 

They are responsible for ensuring that statutory and regulatory requirements are complied with.

 

A company secretary’s role differs depending on company size. The role of a company secretary of a small company is different to that of a listed company.

 

However, there are general responsibilities that can be assumed:

 

– Support the board of director’s functions efficiently and effectively.

– Ensure that the company complies with its legal and statutory requirements.

 

Although there is no legal requirement in the Netherlands to appoint a company secretary to assist the board of directors with fulfilling a company’s compliance issues, the responsibility of a director under Book 2 of the Dutch Civil Code and articles of incorporation (which is comparable to the Memorandum and Articles of Associations combined) still apply.

Some of the director’s responsibilities are listed as follows:

Ensure company compliance with legal obligations;


Update records held by the Kamer van Koophandel  (or “KvK”), the Dutch chamber of commerce, such as a change of registered office, change of company activities, appointments and resignations of directors, and appointment of proxy holders;


– Record the decisions made by the company and safeguard the minutes of general and board meetings;


– Ensure dividends are paid in accordance with legal requirements;


– Prepare annual accounts, and submit them to the AGM for approval and filing at the KvK within the required timeframe;


– If a Dutch company has employees, other administrative duties apply such as ensuring that wage tax is paid to the tax authority by the set deadline;


– Ensure VAT returns are submitted to the tax authority within the required time frames;


– Maintain the company’s book and records for at least seven years.

UBO registration

Under the 4th EU Anti money Laundering Directive, a dutch BV which was incorporated after 27 September 2020, any changes in the organization, such as shareholding, profit rights, or voting rights, must be reported to KVK within seven days.

 

Failure of filing the UBO declaration on time or submitting incorrect information is an offence. This could lead to a liability for directors.  The Bureau for Economic Enforcement (BEH) can impose a fine of up to € 21,75.

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