How does a general power of attorney work for a Dutch BV?

juli 9, 2026

A general power of attorney for a Dutch BV authorises a named individual to act on behalf of the company across a broad range of legal and commercial matters, without being appointed as a statutory director. It is a practical tool for delegating authority to employees, local managers, or advisors who need to sign contracts, open accounts, or represent the company in day-to-day operations. The sections below cover how it works, how to set one up, and when it makes sense to use one.

Who can sign on behalf of a Dutch BV?

By default, only the statutory directors of a Dutch BV have the legal authority to sign on behalf of the company. Directors are registered with the Dutch Chamber of Commerce (Kamer van Koophandel, or KvK), and their signing authority is publicly visible in the trade register. However, a BV can also authorise others to sign through a power of attorney (volmacht), without changing the company’s formal governance structure.

In practice, this means a senior employee, a local country manager, or an external advisor can be granted authority to act on behalf of the BV for specific or general purposes. The company itself, acting through its directors or shareholders, grants this authority formally. The authorised person is referred to as a gevolmachtigde and operates within the limits set out in the power of attorney document.

What powers does a general power of attorney grant in the Netherlands?

A general power of attorney (algemene volmacht) for a Dutch BV grants the authorised person broad authority to act on behalf of the company across a wide range of matters. This typically includes signing contracts, managing bank accounts, entering into agreements with third parties, representing the company before government authorities, and handling administrative and operational tasks.

The scope is intentionally wide, which is what distinguishes it from a specific power of attorney. That said, there are limits. Certain acts of significant legal consequence, such as transferring shares, amending the articles of association, or winding up the company, cannot be delegated through a power of attorney alone. These require formal shareholder or notarial involvement regardless of what any POA document says.

When drafting a general POA for a Dutch BV, it is worth being explicit about what is included and what is not. A well-drafted document protects both the company and the authorised person by setting clear boundaries.

How is a power of attorney for a Dutch BV created?

A power of attorney for a Dutch BV is created by the company’s authorised signatories, typically the statutory directors, signing a written document that grants authority to a named individual. In most cases, this does not require a notary. A private deed signed by the director(s) is sufficient for most commercial and operational purposes.

The document should include:

The full legal name and registration details of the BV
The identity of the person granting authority (the director)
The identity of the authorised person (name, date of birth, and often passport details)
A clear description of the scope of authority being granted
Any limitations or exclusions
The duration of the authority, or a statement that it is open-ended until revoked

For cross-border use, particularly if the POA will be presented to foreign authorities or banks, an apostille or notarised version may be required. If the document is drafted in Dutch, a certified translation may also be needed for international use.

Does a power of attorney need to be registered with the KvK?

A general power of attorney for a Dutch BV does not need to be registered with the KvK to be legally valid. The KvK trade register records statutory directors and certain authorised representatives, but a volmacht itself is not a mandatory filing. The authority it grants is valid as soon as the document is properly signed by the authorised director(s).

That said, if you want third parties to be able to verify the authority of the gevolmachtigde through the public register, you can register a prokura or authorised representative at the KvK. This is a formal registration of a named individual’s signing authority and is particularly useful when the authorised person will be acting regularly on behalf of the company in dealings with Dutch counterparties, banks, or government bodies.

Registering with the KvK adds a layer of transparency and reduces friction in commercial dealings. For a one-off transaction or a short-term arrangement, a signed POA document presented directly to the relevant party is usually sufficient.

What’s the difference between a general and a specific power of attorney for a BV?

The key distinction is scope. A general power of attorney grants broad authority to act across a wide range of company matters, while a specific power of attorney limits the authorised person to one defined action or category of actions.

General power of attorney

A general POA is suited to situations where someone needs ongoing authority to represent the company across multiple areas. A country manager running Dutch operations on behalf of a foreign parent company is a typical example. They may need to sign supplier contracts, deal with the tax authority, manage employment matters, and open utility accounts. A general POA covers all of this under a single document.

Specific power of attorney

A specific POA is the right tool when authority needs to be granted for a single transaction or a clearly defined purpose. Signing a lease agreement, completing a customs declaration, or executing a one-time bank transaction are all situations where a specific POA is more appropriate. It limits exposure and makes the scope of authority unambiguous for the receiving party.

For foreign companies operating in the Netherlands, both types have their place. General POAs are useful for empowering local staff or advisors to manage day-to-day operations. Specific POAs are better suited to M&A transactions, real estate deals, or other discrete legal events.

Can a power of attorney be revoked, and how?

Yes, a power of attorney for a Dutch BV can be revoked at any time by the company, unless the document explicitly states otherwise. Revocation is typically done by issuing a written revocation notice signed by the authorised director(s) and delivering it to the person whose authority is being withdrawn.

To be effective against third parties, the revocation needs to be communicated clearly. If the POA was registered with the KvK, the registration should be updated or removed to reflect the change. If the authorised person continues to act after revocation and a third party was unaware of it, the company could still be bound by those actions under Dutch law, depending on the circumstances.

Best practice is to revoke in writing, notify relevant counterparties directly where practical, and update any KvK registrations promptly. For companies with multiple authorised representatives, maintaining a clear internal record of who holds authority and under what terms avoids confusion and reduces legal risk.

When should a Dutch BV use a power of attorney instead of appointing a director?

A power of attorney is the right choice when you need to grant operational authority to someone without changing the company’s formal governance structure. Appointing a director is a significant step: it involves a notarial deed, KvK registration, potential liability implications, and in some cases, shareholder approval. A POA achieves a similar practical outcome for most day-to-day purposes without that complexity.

Situations where a POA typically makes more sense than a directorship include:

Local employees or managers who need to sign contracts or represent the company in the Netherlands, but are not part of the group’s formal governance
Short-term arrangements, such as covering for a director during a leave of absence or handling a specific project
External advisors or service providers acting on behalf of the company for defined administrative or legal tasks
Subsidiaries of foreign groups where the parent company wants to maintain governance control at board level while delegating local operational authority

Appointing a director makes more sense when the individual will be making strategic decisions, is accountable to shareholders, or when the company’s articles of association require a minimum number of directors. Directors also carry personal liability under Dutch law, which is relevant when assessing who should hold that role.

For many foreign companies operating in the Netherlands, the combination of a lean director structure and well-drafted powers of attorney for local staff or advisors is the most practical and efficient approach.

Getting the governance structure right for a Dutch BV takes more thought than it might seem, particularly when you are managing it from abroad. Whether you need to draft a power of attorney, register an authorised representative with the KvK, or review how authority is currently structured within your Dutch entity, we can help. Our corporate secretarial services cover exactly this kind of governance and compliance work for foreign-owned businesses operating in the Netherlands. If you would like to discuss your situation, get in touch with us and we will take it from there.