Appointing a dedicated Company Officer
Did you know that Dutch companies are not legally required to appoint a local director (or shareholder!) in the Netherlands? This is good news for entrepreneurs planning to expand to the Netherlands while acting as ‘local’ directors themselves.
However, being appointed as a director also results in important (corporate) responsibilities, and therefore also potential liabilities. In several events, such as bankruptcy, or late filing of a tax return (or annual report), the director of a Dutch company can be held personally liable for financial damages.
Getting familiar with a new market, and setting up a business can be tricky. It requires knowledge of local (tax) legislation and regulations, culture, language, customs and habits. But also knowledge of factors like infrastructure, geography, politics and competitors. Knowledge that you need in order to conduct business fairly and successfully to create a sound foundation for growth.
By appointing a dedicated INCO Company Officer, we provide non-resident entrepreneurs an experienced local representative to ensure that they satisfy all mandatory compliance responsibilities, have an authorized representative to deal with government agencies on their behalf, and have someone to assist with a range of administrative duties and operation decisions.
Your dedicated company officer can work closely together with your country manager or alternatively act as your country manager on your behalf. Please note: our Company Officer Service does not involve a statutory appointment at a company board level.
Our Company Officer will ensure that you’ll be free to concentrate on managing your core business priorities while we manage the day-to-day tasks. Our company service includes:
Assistance in obtaining a bank account,
Assistance in obtaining a VAT number
A retainer on dedicated support of a experienced Company Officers (corporate) secretarial support, which is likely to involve:
Considering statutory office requirements
Dealing with incoming government letters (in Dutch)
Dealing with potential visits and meeting with agencies
Our standard annual fees are 1500 EUR to appoint a dedicated Company Officer in the first year. This includes the support as described above. More detailed pricing information can be requested from our team.
Dutch Corporate Secretarial Services
INCO’s Dutch corporate secretarial services (incl. application of tax numbers, the translation, and processing of incoming letters, ongoing legal/tax support, etc.) also includes the annual corporate secretarial requirements.
Each year, the board of the company needs to schedule an Annual Shareholders meeting in order to approve the annual report, and any dividend payments that have been done (interim) or will be done. This meeting should take place within 6 months after the end of the book year of the company. Each shareholder needs to be properly invited to the Meeting according to the stipulations in the Formation Deed (Memorandum of Association).
The timetable below shows the time frames and possible extensions relating to the annual corporate secretarial requirements.
Additionally, fiscal and legal assistance can be provided in the following subjects
Additionally, fiscal and legal assistance can be provided in the following subjects:
Preparation and/or Evaluation of legal contracts, like General Terms of Conditions, Privacy Agreement, NDA, Service Agreements, etc. based on Dutch Company law (extra charges applicable).
Preparation of board resolutions, or shareholders resolutions which refer to (incidental) corporate changes, like the change of a director, change of company name, change of company activities, change of personal details (filing at Chamber of Commerce). Or the preparation of share transfer agreements in cooperation with a notary.
Provide basic information on legal and tax regulations and legislation (we will also send relevant updates to you).
More information about the Company Officer service
In this guide we have tried to give an overview of our approach and services for the Company Officer Service in the Netherlands. Of course, each situation and business requires a personal approach. We would therefore want to advice you to book a call with one of our Experts, so we can discuss your situation in person!