How to Avoid Corporate Secretarial Officers and Services in the Netherlands

Does a Dutch company require a corporate secretary?

Under dutch company law, a dutch business does not mandatorily require a corporate secretary. Although appointing a corporate secretarial officer is not legally mandatory, it is often promoted (by such service providers) to be highly beneficial to ensure compliance with local company law and other regulatory requirements.Surely enough, engaging in business in the netherlands often involves (relative) complex administrative tasks, but what does your corporate secretary actually do? For around 1.500 EUR per year, or more? SME's and startups better watch their budget, and see whats going on in their business, and try to resolve matters themselves. House of Companies can assist with that!

The corporate secretary ensures the company complies with its legal and regulatory obligations, including filing annual reports with the chamber of commerce. This role 'streamlines communication with shareholders and helps arrange meetings in accordance with the company's articles and current regulations'.

Well, that doesn't really say much, does it. 

Companies like bolder launch and primebridge claim to provide specialized company secretarial services to assist businesses in maintaining compliance and addressing their administrative needs. Such services ensure that the company complies with dutch company law and other legal obligations, ultimately 'safeguarding the company’s and its shareholders’ interests'.But in reality, they charge their clients an annual fee of 1.500 EUR or more, and hope that the clients dont call. Most of the actual work provided by these agents, is invoiced through their seperate 'accounting services'. 

If you are looking to set up a company in netherlands or require help with maintaining your company’s statutory records, it is advisable to consider having a look at the entity management portal of House of Companies first!

Corporate Secretary Support; What is it good for? Absolutely nothing?

'Local company secretaries help non-resident directors to fulfil their director duties'

The role of a Company Secretary is marketed as being 'pivotal in ensuring that a company remains compliant with laws and regulations'. In the context of a company in the Netherlands, the Company Secretary acts as a crucial link between the board of directors and regulatory bodies like the Dutch Chamber of Commerce. Although a Company Secretary is not required by law for a Dutch BV, their services can be 'invaluable', especially for foreign boards. The secretarial team can provide experienced corporate secretarial services to help non-resident directors fulfill their duties in accordance with Dutch law. This includes filing annual reports, maintaining certain statutory registers, and ensuring that all legal proceedings are conducted correctly.

Foreign directors often face significant challenges in keeping a Dutch BV in good standing due to differences in legislation and corporate law across jurisdictions. Local corporate secretaries are adept at navigating these complexities and can support non-resident directors by offering a high level of expertise.

They ensure that documents are filed on time and that the company adheres to Dutch legal requirements. For instance, specific compliance obligations like registering beneficiaries with more than 25% control need to be thoroughly understood and met. By leveraging the knowledge of local company secretaries, non-resident directors can more effectively fulfill their director duties and mitigate risks.

The statutory duties of the management board and the liability of directors under Dutch law are areas where precise compliance is crucial. The management board must ensure that the company remains solvent and abides by all statutory requirements, which includes holding an annual meeting of shareholders and filing necessary documents with the Dutch Chamber of Commerce. Any deviation or lapse in compliance can result in severe penalties and personal liability for the directors. To navigate these complexities successfully, do you really need a lawyer or 'corporate agent'? Or do you simply need a calender overview of all important (tax) filing events, and ensure that the accountant or bookkeeper in the Netherlands is instructed to comply with the requirements?

It's high time you reconsider appointing a Dutch corporate secretary for your business! With the innovative entity platform developed by House of Companies, you can maintain your company's good standing effortlessly and without the need for a costly local agent. Say goodbye to exorbitant fees for corporate secretarial services and avoid the often inflated accounting costs and unnecessarily complicated legal procedures typically associated with such agents. Embrace a simpler, more cost-effective solution today!