The importance of appointing a Company Secretary for a Dutch company
If you want to set up a dutch company (“B.V.”) in the near future, or even if you have already registered a Dutch B.V.
It is important to understand what it means to be appointed as a Dutch B.V. director and how a company secretary can help minimise your administrative burdens.
For those of you from Commonwealth countries, the title of “company secretary” is a familiar one. In the Netherlands, however, there is no legal requirement for a Dutch B.V.
Although there are no legal requirements, we are going to examine whether it is worth outsourcing a company secretary based in the Netherlands for a Dutch B.V.
Let's first examine the most important questions together:
What is a company secretary?
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 the statutory and regulatory requirements of a Dutch B.V. are complied with after a Dutch B.V. is incorporated.
What are the primary roles of a company secretary?
The role of a company secretary in a small company is different from that of a listed company, there are general responsibilities that the secretary assumes:
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Support the board of director’s functions efficiently and effectively:
Arranging meetings for the Board of Directors and AGM to ensure that all resolutions have been implemented and complied with the Company’s Articles of Association.
Preparing and keeping important documents of the Company.
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Ensure that the company complies with its legal and statutory requirements such as the latest compulsory UBO registration.
Submit any internal changes of the Company at the Netherlands chamber of commerce, such as change of directors and change of address.
Any changes of the UBO of a dutch company, such as shareholding, profit rights, or voting rights, must be reported to KVK within seven days.
Why is having a company secretary pertinent to a Dutch company's success?
Since many of the dutch companies are owed by foreign shareholders, and have no physical office in the Netherlands, the Dutch company’s directors and their teams often operate their dutch companies day to day business from abroad.
Most often, they do not have time to deal with incoming dutch official letters and often not aware that there is a deadline to reply.
They may not be aware of any legal and statutory changes and whether these changes apply to them such as the latest UBO rules.
When a dutch company needs to make some internal changes such as change of directors, change of address. They need someone based in the Netherlands to do the filing at Netherlands chamber of commerce.
If their Dutch company has employees, it is useful to have someone to handle administrative duties like ensuring that wage tax is paid to the tax authority by the set deadlines.
A local company secretary can assist with all of the above and also any ad hoc issues.
Accounting requirements of a dutch company
Accounting requirements are prescribed by law, noramlly it is the job of the accountant or the bookkeeper.
Since it is the director of the dutch company who is responsible for ensuring that all the filing requirements are fulfilled under the Dutch civil code — not your accountant, bookkeeper, or tax advisor.
A local company secretary can remind the directors or liasie with the bookkeeper, accountants to ensure that the the following requirements are met within the deadlines.
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The first annual accounts MUST be filed not more than two calendar years after the formation of the company.
- Subsequent accounts MUST be filed within five months of the accounting year-end. It is possible to request an extension with the shareholders’ approval.
- Corporation income tax returns MUST be filed within 6 months of the end of the accounting year. Again, it is possible to file for a deadline extension, by means of a written request submitted to the tax authority.
It is very important to understand that non-compliance with the filing requirements within the timeframe can lead to huge fines.
If a Dutch B.V. is late filing a return or late making a payment, a BIG FINE will be imposed on the Dutch B.V.
To rectify a problem costs time and energy. We believe in prevention better cure.
Local company secretary package
Enjoy a peace of mind that any official or incoming letters will be dealt with effectively and appropriately.
Enjoy a peace of mind that your dutch company is in compliance with statutory and regulatory requirements.
Saving you money, stress, and time in the long-run.
Hiring a company secretary is the best investment you can make as a Dutch director.
We offer yearly or pay as you go services, learn more of our package price.