Reduce your compliance burden with the Dutch Incorporation Service.

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Not necessarily! You, as a foreign entrepreneur, can be the director of your Dutch company, even if you don’t live in the Netherlands.
However, there are some factors to consider:

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• Substancerequirements: These are important for tasks like getting a Dutch VAT number or bank account. They assess your company’s real connection to the Netherlands. Having a local director or staff can strengthen your case.
• Taximplications: in certain cases, substancerequirements might influence your tax status. Consult a local tax advisor if specific tax benefits are crucial for your business.

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In summary: While a local director isn’t mandatory, it can offer advantages for certain situations.

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Here’s what the tax authorities considers for substance:

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• Director location: Where do your directors live?
• Company operations: Whe re does yourbusiness physically operate?
• Stafflocation:Where are your employees based?
• Officespace: Do you have a physical office in the Netherlands?

Appointing an additional Director in a Dutch Company

1. Initial Director Appointment
   The first directors of a Dutch company are appointed by the incorporators during the company’s formation.
2. Director Number and Composition
   The shareholders decide the number of directors, unless otherwise stated in the company’s Articles of Association. However, the company must have at least one director.
3. Eligibility Requirements
   • A director does not need to be a Dutch citizen or resident. Non-residents can be appointed as directors.
   • A legal entity or a foreign company may also be designated as a director.
4. Required Documents for Director Appointment
   When appointing a director, the following documents are required:
   • Chamber of Commerce Form: This form needs to be completed with the following information:
     • Company name, registration number, appointment date, director’s title, date of birth, residential address, nationality, and authority of the appointed director.
   • Minutes of the General Meeting: The minutes must approve the director’s appointment.
   • Legalized Passport Copy: An original copy of the director’s passport is required.
   • Proof of Address: An original document proving the director’s address.
   • One director must sign the form, and the signed original must be submitted On,y original forms are accepted so no digital signatures (PDF copies).
5. Services for Non-Residents
   If you’re appointing a director remotely, Dutch Incorporation Service can assist you with the required documents, our services include:
   • Drafting the minutes of the shareholders’ meeting in compliance with company bylaws.
   • Completing the required Chamber of Commerce form.
   • Checking if the new director needs to be listed as a UBO (Ultimate Beneficial Owner).
   • Sending all required documents within the statutory deadlines and ensuring safe delivery via registered mail.
   • Providing a copy of the updated company extract after changes are made.
6. UBO (Ultimate Beneficial Owner) Registration

If the appointed director needs to be listed as a UBO, the registration in the UBO register must be completed when the director is appointed. The UBO register is not accessible to the public.

Removing an additionals Director from a Dutch Company

1. Process for Director Removal
   Directors are typically removed by a resolution passed during a general meeting of shareholders. However, the Articles of Association may specify a different procedure.
2. Other Circumstances for Removal
   A director can be removed if they pass away, resign voluntarily, or are removed based on specific terms outlined in the company’s governance documents.
3. Required Documents for Removal
   • Resignation Letter: If applicable.
   • Minutes of Board and Shareholder Meetings: These should document the decision and specify the effective date of the removal.
   • Director’s Passport Copy: The resigning or removed director’s passport copy may be needed.
   • Director Change Form: This must be signed by the director being removed and another authorized individual.
4. Notifying the Dutch Chamber of Commerce
   The decision to remove a director must be reported to the Chamber of Commerce within 8 working days. For non-resident directors, the required documents must be sent via postal mail, as they cannot file electronically.
5. UBO Register Update
   When removing a director, it’s essential to verify if their name needs to be removed from the UBO register. This is necessary if the director is registered as an Ultimate Beneficial Owner.
6. Removal Services
   If you’re removing a director remotely, Dutch Incorporation Service can assist you with the required documents, our services include:

1. • Preparing the resignation letter.
   • Drafting the minutes of the shareholders’ meeting in compliance with company bylaws.
   • Completing the required Chamber of Commerce form.

1. • Completing the required KVK forms.
   • Checking if UBO registration changes are necessary.
   • Ensuring that documents are mailed via registered post to the Chamber of Commerce.
   • Following up on receipt and providing a copy of the updated company extract.

Key Considerations

• Resigning as the Sole Director
  If you are the sole director of a Dutch company and wish to resign, you must either appoint a new director or transfer ownership of the company if it is financially viable.
• Public Availability of Director Information
  The extract od the Chamber of Commerce will list details about directors, including their name, date of birth, appointment date, title, and authority, all of which are publicly available.
• Removing a Director Without Their Consent
  Shareholders can remove a director without their consent by passing a resolution during a general meeting. The specific process, including notice and any opportunity for the director to be heard, will be outlined in the Articles of Association.

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