A non-resident can be appointed director of a Dutch BV. There is no nationality or residency requirement for directors. Many international owners nevertheless choose a local director service, such as those Local Management provides, to help meet the substance and compliance expectations of banks and tax authorities.
Legally Allowed, Practically Complicated
The law allows a foreign director, but a company’s tax position depends on where it is actually managed. If all important decisions are taken abroad, a foreign tax authority may treat the company as resident there. That can put Dutch tax treaty benefits and the Dutch tax position at risk and may lead to double taxation.
What Banks and Tax Authorities Look For
For certain structures, such as financing and licensing companies that want treaty benefits or advance certainty from the Dutch tax authorities, typical expectations include:
- a significant part of the directors, often at least half, living in the Netherlands;
- board meetings and key decisions taking place in the Netherlands;
- a Dutch bank account and bookkeeping kept in the Netherlands;
- suitable office space and qualified staff.
What a Local Director Service Provides
A licensed trust office can act as director of your BV, bringing Dutch-resident directors, local decision-making and a compliance framework. A director carries real responsibility, because directors can be held personally liable in cases of mismanagement, so a trust office does careful due diligence before accepting the role. Combine it with domiciliation for the registered address.
When You May Not Need One
If the company is a small operating business with real activity and a Dutch-based management team, a foreign director can be enough. A local director matters most for holding, financing and other structures where the Dutch presence is the reason for the entity. For general advice on whether you need a provider at all, see Do I need a corporate service provider?
Questions about this topic? Talk to Rolf Wemmi, Director of Corporate Clients at Local Management, via rolf@localmanagement.nl or +31 20 737 2217.