Nominee Director Netherlands

The formation of a Netherlands company starts with the drafting of the articles of association. The articles contain the internal regulations of the legal entity. Stipulated in these articles are the name(s) of the representatives of the company, its address, the name of the company, its capital and the information on shares and shareholders. In this article, we will explore the role of the nominee director for a Netherlands company.

The role of a nominee director

To establish a local presence as well as to provide additional privacy for the company management, the company can hire a nominee director, otherwise known as a representative director. The director will provide additional substance as to the place where all official decisions will be made, as well as chairing the annual board meeting. Often this is highly recommended for international royalty company structures and holding structures in some cases.

The nominee director will sign off on documents, assist in opening accounts and will assist with board resolutions.

Commonly a Dutch nominee director provides the substance needed to deem a company resident for tax purposes.

Company privacy

An additional feature commonly featured with nominee directors is to keep the official name of the UBO confidential from third parties. As the nominee director will be present on all official documentation. The nominee director can be either an individual person or legal entity, who acts as the non-executive director which is a part of the executive board of directors.

The difference with offshore nominees

In offshore jurisdictions, the nominee is simply lending his name to the company without having any interest or responsibilities in the company. The nominee will only sign off on certain official documents and appoints the UBO or ultimate beneficial owner as the party who has all the duties and powers. This is accomplished with a power of attorney which is drafted after company registration.

A nominee director of a Netherlands company has the same responsibilities as any corporate executive. He has the same rights and responsibilities as a managing director. He is representing the company, he may be elaborating various strategies for the company, keeping specific documents, reports, account statements, balance sheets, and profit and liabilities.

The director will participate at the annual meeting of shareholders, he will convene these meetings and provide all necessary information of the company to the authorities. The nominee will provide support in case of a company liquidation or transformation. It is possible to limit the responsibilities in the articles of association, or statutory documents.

Just like in offshore jurisdictions, nominee directors in the Netherlands can be in charge of shelf companies.

Advantages of a Dutch representative director

  1. The most common advantages of appointing a representative director in The Netherlands is that the organizations are very well established in Dutch commercial law and they can assist with the registration and other company activities.
  2. A higher standard of confidentiality for the ultimate beneficiary owners and directors.
  3. Tax substance and fiscal residency.

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