What should you look for when choosing a company secretary in the Netherlands?

juli 2, 2026

When choosing a company secretary in the Netherlands, look for someone with hands-on experience in Dutch corporate law, a clear track record with foreign-owned entities, and the ability to manage your full compliance calendar without constant hand-holding. The role goes well beyond filing paperwork — a good company secretary keeps your Dutch entity legally sound and administratively clean. The questions below break down exactly what to evaluate before you hire.

What does a company secretary actually do in the Netherlands?

A company secretary in the Netherlands is responsible for keeping a Dutch legal entity compliant with its ongoing corporate governance and administrative obligations. This includes managing KVK filings, maintaining statutory records, preparing board minutes and resolutions, handling UBO registrations, and coordinating with notaries when structural changes are needed.

For foreign-owned companies, the role often extends further. When there is no local legal or finance team in the Netherlands, the company secretary becomes the operational anchor for everything governance-related. That means tracking filing deadlines, flagging regulatory changes, managing powers of attorney, and ensuring that directors — whether resident or non-resident — remain properly authorised to act on behalf of the entity.

Think of it as the administrative backbone of your Dutch operation. Without it, small oversights compound into compliance gaps that attract attention from the Dutch Chamber of Commerce (KVK), the tax authority (Belastingdienst), or worse, counterparties conducting due diligence on your company.

What qualifications should a company secretary in the Netherlands have?

There is no single regulated qualification for company secretaries in the Netherlands, but the role requires a working knowledge of Dutch corporate law (Burgerlijk Wetboek Book 2), KVK filing procedures, UBO registration rules, and the governance requirements that apply to BVs and NVs. Practical experience consistently matters more than a specific credential.

That said, relevant backgrounds to look for include:

Legal or notarial training — useful for understanding articles of association, shareholder rights, and structural changes
Corporate services or trust office experience — directly relevant, as these environments handle high volumes of Dutch entity administration
Accounting or tax background — helpful when governance and financial reporting overlap, which they frequently do

Beyond formal background, look for someone who stays current with Dutch regulatory updates and can communicate clearly in English. If your board operates in English and your company secretary cannot, you will spend more time translating than managing.

How much experience with international companies should a company secretary have?

A company secretary working with foreign-owned Dutch entities should have substantial experience with international corporate structures. Managing a domestically owned BV and managing a Dutch subsidiary of a US holding company are not the same job. The international dimension introduces complexity around cross-border reporting, non-resident directors, and governance standards that differ from Dutch norms.

Specifically, look for experience with:

Non-resident director arrangements — including proxy structures and authorisation documentation
UBO registration for complex ownership chains — particularly where ultimate beneficial owners sit in multiple jurisdictions
Coordinating with foreign parent companies — aligning Dutch governance timelines with group reporting calendars
Working across time zones and languages — practical fluency in international business communication

Ask directly: what percentage of their current clients are foreign-owned? If the answer is low, they may be technically competent but lack the practical instincts that come from working with internationally structured entities day in and day out.

What’s the difference between a company secretary and a notary in the Netherlands?

A notary in the Netherlands is a licensed legal professional who handles formal legal acts that require a notarial deed — such as incorporating a BV, amending articles of association, or issuing new shares. A company secretary handles the ongoing administrative and governance obligations that keep the company compliant between those formal legal events.

The two roles are complementary, not interchangeable. You need a notary when you are making structural changes to your entity. You need a company secretary to manage everything that happens in between — filings, minutes, UBO updates, director changes, registered address management, and compliance monitoring.

A practical way to think about it: the notary acts when the corporate structure changes; the company secretary acts to keep the existing structure clean and compliant. A good company secretary will also manage the relationship with your notary, preparing the documentation needed for notarial acts and coordinating the process so your board does not have to.

What compliance obligations should a company secretary manage for you?

A company secretary in the Netherlands should take ownership of the full corporate compliance calendar for your Dutch entity. This is not a reactive role — it requires proactive tracking of deadlines and regulatory requirements across multiple areas.

The core obligations they should manage include:

KVK filings — annual financial statement deposits, director changes, registered address updates
UBO register — initial registration, ongoing updates when ownership or control changes
AGM preparation — drafting agendas, preparing minutes, issuing proxies for non-resident shareholders
Powers of attorney — drafting and maintaining authorisation documents for directors and representatives
Notarial coordination — managing the process for structural changes that require a notarial deed
Corporate health checks — periodic reviews to identify compliance gaps before they become legal problems

If a provider limits their scope to reactive filing only — acting when you tell them to rather than tracking what needs to happen — that is a risk. Dutch compliance obligations do not pause because your team is busy with other priorities.

Should you choose a standalone company secretary or a full-service provider?

For most foreign-owned companies operating in the Netherlands, a full-service provider that combines company secretarial work with accounting, tax, and payroll is a more practical choice than a standalone company secretary. The reason is straightforward: governance, financial reporting, and tax compliance are interconnected, and managing them through separate providers creates coordination risk and communication gaps.

A standalone company secretary may be sufficient if your Dutch entity already has strong local accounting and tax support in place and you simply need someone to handle corporate administration. But if you are building or rationalising your Dutch back office, fragmented providers tend to produce fragmented results.

The questions worth asking when evaluating a full-service provider:

Do they handle KVK filings, UBO registrations, and AGM preparation in-house?
Can they coordinate with notaries directly, or do they pass that to you?
Do they offer a corporate health check to identify existing compliance gaps?
Can they support a full BV liquidation if needed?

If the answer to those questions is yes, you are looking at a provider with genuine depth — not just someone who files forms on request.

Getting corporate secretarial right in the Netherlands comes down to finding a provider who understands Dutch governance requirements, has real experience with internationally structured entities, and manages your compliance calendar without needing to be chased. At PrimeBridge Global, we work with foreign-owned companies across the full range of corporate secretarial obligations — from KVK filings and UBO registrations to AGM preparation and notarial coordination. If you want to talk through what your Dutch entity needs, get in touch with us and we will take it from there.