10 reasons why foreign companies hire a company secretary in the Netherlands

juli 8, 2026

Running a Dutch BV or NV from abroad comes with a layer of corporate governance obligations that most foreign companies don’t anticipate. A company secretary in the Netherlands handles those obligations so your directors and finance team can stay focused on the business. Below are ten reasons why foreign companies make this one of their first hires when entering the Dutch market.

What a company secretary actually does in the Netherlands

The role of a company secretary in the Netherlands goes well beyond taking minutes. In a Dutch corporate context, the company secretary is the person who keeps your entity legally compliant, your governance records accurate, and your filings up to date with the Dutch Chamber of Commerce (KVK), the UBO register, and relevant notaries.

For foreign companies, this function is especially valuable because Dutch corporate law operates differently from what most international executives are used to. Notarial requirements, mandatory KVK filings, and strict UBO registration rules all create administrative obligations that can catch foreign boards off guard. A company secretary absorbs that complexity and manages it on your behalf.

1: Stay compliant with Dutch corporate law

Dutch corporate law places specific obligations on BVs and NVs that don’t always have equivalents in the company’s home jurisdiction. Annual filings, timely registration of corporate changes, and proper documentation of board decisions are all legal requirements, not optional best practices.

A company secretary tracks these deadlines and obligations continuously. Rather than relying on directors to remember filing windows or interpret Dutch legal requirements, you have a dedicated function that keeps the entity in good standing year-round.

This is especially relevant for foreign companies operating through Dutch holding or intermediate structures, where governance lapses at the Dutch entity level can have consequences across the wider group.

2: Manage board meetings and resolutions correctly

Board resolutions in the Netherlands need to be properly documented to be legally valid. Decisions around dividends, director appointments, major transactions, or changes to company structure all require formal minutes that meet Dutch legal standards.

A company secretary prepares those minutes, ensures they reflect the decisions made, and stores them in a way that can be produced for auditors, notaries, or regulators when needed. Getting this wrong creates problems that are expensive to fix retroactively.

For companies with international boards meeting remotely, the company secretary also manages the procedural side: notices, quorum requirements, and the correct format for written resolutions in lieu of meetings.

3: Handle shareholder registers and UBO filings

Every Dutch BV is required to maintain an accurate shareholder register. Separately, the UBO register at KVK requires disclosure of individuals who ultimately own or control 25% or more of the company. Both need to stay current whenever ownership or control changes.

Errors or delays in UBO registration carry financial penalties and can flag compliance issues during due diligence. A company secretary manages both registers proactively, filing updates as corporate events trigger them rather than waiting for problems to surface.

For investment structures and holding companies with layered ownership, keeping these registers accurate requires both legal understanding and attention to detail. This is not administrative work you want handled reactively.

4: Support company formation and structure changes

Setting up a Dutch entity involves notarial deeds, KVK registrations, and a sequence of steps that need to happen in the right order. A company secretary coordinates that process, working alongside notaries and legal counsel to make sure the entity is properly formed and registered from day one.

Beyond formation, companies regularly need to make structural changes: adding or removing directors, amending articles of association, issuing new shares, or reorganising group entities. Each of these changes involves its own procedural requirements under Dutch law.

Having a company secretary who understands these processes means changes get executed correctly the first time, without the delays that come from working with parties who are unfamiliar with Dutch notarial and corporate procedures.

5: Act as the local point of contact for authorities

Dutch regulators, the KVK, and notaries expect to deal with someone who is available locally and understands Dutch corporate procedures. For a foreign company whose directors are based in another country, this creates a practical gap.

A company secretary fills that gap. They act as the first point of contact for official correspondence, handle queries from authorities, and make sure nothing falls through the cracks because of time zone differences or language barriers.

This local presence also matters when dealing with banks, auditors, or counterparties who want confirmation that the Dutch entity has proper governance in place. Having a named, reachable company secretary signals that the organisation is professionally managed.

6: Reduce director liability and governance risk

Directors of Dutch BVs carry personal liability exposure if the company fails to meet its legal obligations. Poor record-keeping, missed filings, or improperly documented decisions can all contribute to that exposure, particularly in situations involving insolvency, tax disputes, or regulatory scrutiny.

A company secretary reduces that risk by maintaining clean governance records and making sure required actions are taken on time. For non-resident directors who rely on local management to keep the entity compliant, this function is a meaningful layer of protection.

Proactive corporate health checks, which review the entity’s compliance position across filings, registers, and governance documentation, can identify gaps before they become legal problems.

7: Keep international investors and lenders informed

Investors and lenders often require regular governance reporting as a condition of their involvement. Board minutes, shareholder resolutions, updated registers, and confirmation of ongoing compliance are standard requests during annual reviews or covenant checks.

A company secretary maintains the documentation that makes these requests easy to respond to. Rather than scrambling to reconstruct records when a lender asks for them, you have organised, up-to-date governance files ready to share.

For real estate investment structures, private equity-backed entities, and international finance companies operating through Dutch vehicles, this kind of organised governance record is not a nice-to-have. It is expected.

8: Manage proxy arrangements and powers of attorney

Foreign companies often need to authorise local representatives to act on their behalf, whether for signing documents, attending notarial appointments, or representing the company in dealings with Dutch authorities. This requires properly drafted powers of attorney that are legally valid under Dutch law.

A company secretary drafts and manages these documents, making sure the scope of authority is appropriate and that the documentation is in order before it is needed. Poorly drafted proxies or expired powers of attorney can delay transactions at the worst possible moment.

For companies with frequent corporate activity, maintaining a current set of authorisations for the right people saves significant time and prevents last-minute complications.

9: Navigate Dutch notarial and legal processes

Many corporate changes in the Netherlands require involvement from a civil-law notary. Share transfers, amendments to articles of association, and share capital changes all go through notarial deeds. The process is formal, requires preparation, and involves specific documentation that needs to be ready in advance.

A company secretary coordinates with notaries on your behalf, prepares the required corporate documentation, and makes sure the right approvals and resolutions are in place before the notarial appointment. This keeps the process moving efficiently rather than stalling on procedural gaps.

For foreign companies unfamiliar with the Dutch notarial system, having someone who works with notaries regularly removes a significant source of friction from corporate transactions.

10: Save time and avoid costly administrative errors

Administrative errors in corporate governance are rarely cheap to fix. Missed filing deadlines attract fines. Incorrectly documented resolutions may need to be redone through notarial processes. Inaccurate registers create problems during due diligence that can delay or derail transactions.

A company secretary prevents these errors from happening in the first place. The time saved by directors and finance teams who no longer need to track Dutch filing deadlines, manage KVK correspondence, or coordinate notarial processes adds up quickly, particularly for companies managing multiple Dutch entities.

The cost of getting corporate governance wrong consistently exceeds the cost of having it managed properly from the start.

Choosing the right corporate secretarial partner in the Netherlands

The right partner understands both Dutch corporate law and the realities of running an international business structure. That means experience with foreign-owned entities, holding companies, investment funds, and the governance expectations that come with them, not just familiarity with local SME administration.

Look for a partner who takes a proactive approach: flagging upcoming obligations, identifying compliance gaps before they become problems, and coordinating with notaries and authorities without needing to be chased. Reactive administration is not enough when the stakes involve director liability or investor reporting.

At PrimeBridge Global, we work with foreign companies across a range of structures, from Dutch holding and finance vehicles to real estate investment entities and active trading companies. Our corporate secretarial services cover the full range of Dutch compliance and governance obligations, acting as the administrative backbone for businesses that don’t have local expertise in-house. If you want to talk through what your Dutch entity needs, get in touch with us and we will walk you through it.