Appointing a Corporate Secretary for your Dutch business
Did you know that Dutch companies are not legally required to appoint a local director (or shareholder) in the Netherlands? This is good news for entrepreneurs planning to expand to the Netherlands while acting as ‘local’ directors themselves.
However, being appointed as a director also results in important (corporate) responsibilities and potential liabilities. In several events, such as bankruptcy, or late filing of a tax return (or annual report), the director of a Dutch company can be held personally liable for financial damages.
Local Support
Getting familiar with a new market, and setting up a business can be tricky. It requires knowledge of local (tax) legislation and regulations, culture, language, customs, and habits. But also knowledge of factors like infrastructure, geography, politics, and competitors; the knowledge that you need in order to conduct business fairly and successfully to create a sound foundation for growth.
By appointing a dedicated Corporate Secretarial Officer, Bolder Launch provides non-resident entrepreneurs with an experienced local representative to ensure that they satisfy all mandatory compliance responsibilities, have an authorized representative to deal with government agencies on their behalf, and have someone to assist with a range of administrative duties and operation decisions.
Your dedicated Corporate Secretarial Officer can work closely together with your country manager. Please note: Our Company Officers can’t act as authorized representatives, except for specific government purposes. Such as dealing with the Chamber of Commerce (company updates) or the Tax authorities.
What can a Dutch corporate secretary do for your business?
The Corporate Secretaries of our Launch Team will make sure that you’ll be free to concentrate on managing your core business priorities while we manage the day-to-day tasks. Our company service includes:
- Assistance in obtaining a bank account
- Assistance in obtaining a VAT number
- A retainer on the dedicated support of an experienced Company Officers (corporate) secretarial support, which is likely to involve:
- Considering statutory office requirements
- Dealing with incoming government letters (in Dutch)
- Dealing with potential visits and meeting with agencies
- Publication requirements
- Administrative requirements
- Etc.
The Costs & Process
Our standard annual fees are 1.800 EUR to appoint a dedicated Corporate Secretary in the first year. This includes the support described above. You can request more detailed pricing information from our team. Alternatively, you can opt to pay for each corporate support request separately, which is typically more expensive for entrepreneurs. Most of our clients opt for the Corporate Secretarial Service to avoid hidden surprises and save money in the first year of operation.
Bolder Launch’s Dutch corporate secretarial services (including the application of tax numbers, obtaining a BSN number, the translation, and processing of incoming letters, ongoing legal/tax support, etc.) also include the annual corporate secretarial requirements.
Each year, the board of the company needs to schedule an Annual Shareholders meeting in order to approve the annual report, and any dividend payments that have been done (interim) or will be done. This meeting should take place within 6 months after the end of the book year of the company. Each shareholder needs to be properly invited to the Meeting according to the stipulations in the Formation Deed (Memorandum of Association).
Timetable
The timetable below shows the time frames and possible extensions relating to the annual corporate secretarial requirement:
| Required Action | Timeframe | Possible Extension |
|---|---|---|
| Renewal of corporate structure (registered office (at Business Center), collecting data from bookkeeper (if not Bolder Launch), etc.) | 12 months after the formation of the company | |
| Preparation of the annual general meeting, including invitations to all shareholders (per legal requirements) | Ultimately 12 months after year-end | |
| Adoption of the financial statements by the general meeting | Within 2 months of the date of preparation | If the above extension is applied, adoption should take place ultimately 12 months after year-end |
| Filing of the financial statements | Within 8 days of adoption, but in no event later than 2 months after the date of preparation (whether the financial statements have been adopted or not) | If the above extension is applied, adoption should take place ultimately 12 months after year-end |
Additionally, legal assistance can be provided in the following subjects:
- Preparation and/or evaluation of legal contracts, like General Terms of Conditions, Privacy Agreement, NDA, Service Agreements, etc. based on Dutch Company law (extra charges applicable).
- Preparation of board resolutions or shareholders resolutions which refer to (incidental) corporate changes, like the change of a director, change of company name, change of company activities, change of personal details (filing at Chamber of Commerce); or the preparation of share transfer agreements in cooperation with a notary.
- Provide basic information on legal and tax regulations and legislation (we will also send relevant updates to you).
Let's guide you further
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Not paying your Dutch corporate taxes on time will lead to paying more than you were originally due or even worse! The only correct action to take when you are unable to pay your Dutch taxes on time is to notify the Dutch tax authorities. The Dutch tax authorities may grant you a delay of payment, a tax payment plan or a (partial) remission.
Request a delay of payment
By calling the tax information line, +31 555 385 385, you can request to delay your payment for a maximum period of four months. To apply for this delay you will meet the following requirements:
- The total amount of the taxes due may not exceed € 20.000;
- There is no final demand and notice regarding the taxes due;
- The tax returns were always filed on time;
- You have not been granted any other delay of payment.
When the request is approved, the Dutch tax authorities will confirm this in writing within ten business days.
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- By having the new director physically visit the Chamber of Commerce;
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A former director does not have to come back to the office to officially resign. Without any legalisation, you can complete that step via mail.
As part of our Corporate Secretarial service, Bolder will support you in resigning from your position as a director and/or help you appoint a new director for a Dutch BV; therefore, there are no additional fees.
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