Guide · Registered office, bank account and company changes

Nominee Directors in the Netherlands: Licence, Liability and Substance

By Joost van Leeuwen, Company formation and company law lead · Reviewed by Priya Ramdin, Founder services and immigration lead · Last updated: 4 October 2026 · Reading time: 18 minutes

For founders abroad who have been told that their Dutch BV needs a local director.

An empty chair at the head of a boardroom table

Dutch law has no "nominee director". Acting as director of a company outside your own group, for a client, is a trust service under art. 1(1) limb a Wtt 2018, which only a DNB-licensed trust office may provide (art. 3(1)). A Dutch BV needs no Dutch-resident director (art. 2:242 BW), and both the nominee and the owner who instructs them stay liable.

Founders abroad are often told that their Dutch BV needs a local director. In Dutch law a director supplied to a client is a licensed product, and handing over the board seat moves none of the liability away from whoever runs the company. This guide covers the licence, the liability on both sides, the UBO register and the five tests behind the word "substance". It explains the rules only: DutchRegist does not act as a director, find one or recommend one.

Where the BV is seated and receives its post is a separate question from who runs it, covered under registered office netherlands.

Does a Dutch BV need a Dutch-resident director?

No. The BV title of Book 2 of the Dutch Civil Code (Burgerlijk Wetboek, BW) sets no residence or nationality requirement for a director. The first director is appointed in the deed of incorporation and later ones by the general meeting, and the articles may restrict who can be appointed (art. 2:242(1), (2) BW, consolidation of 1 July 2026). A founder abroad can be the sole director.

So when a provider says that a local director for a Dutch BV is required, the requirement is not one of company law. Residence matters for tax, through tax residence and the substance tests set out below, each with its own scope.

What is a "nominee director" in Dutch law?

There is no statutory term. What a founder means sits in the definition of trustdienst (trust service) in art. 1(1) of the Wet toezicht trustkantoren 2018 (Wtt 2018, the Trust Offices Supervision Act, consolidation in force from 1 March 2025, checked on 4 October 2026). Three of its limbs touch a nominee arrangement.

Acting as director for a client (limb a)

Acting as director of a legal person, or partner of a partnership, that does not belong to the same group as the director, for a client, is a trust service. A group is an economic unit in which natural persons, legal persons and partnerships are organisationally linked, so a director from the founder's own group is outside limb a.

The general power of attorney (limb e, Btt 2018 art. 2)

Limb e lets further trust services be designated by order in council. Art. 2 of the Besluit toezicht trustkantoren 2018 (Btt 2018, in force from 1 July 2024) designates being an attorney-in-fact or other legal representative able to perform general management acts for an entity. DNB (De Nederlandsche Bank, the supervisor) draws the line: "A power of attorney for the execution of an individual, defined act is not covered by this trust service." (DNB, What are trust services?)

An address plus recruiting a director (limb b, 4°)

An address or postal address supplied together with recruiting a director (het werven van een bestuurder) for that entity is itself a trust service.

The only carve-out from limb a is interim management, meaning temporary assignments on management and organisation questions (art. 3(5)(c) Wtt 2018); it does not cover a standing nominee.

The three trust services a nominee arrangement can fall under (Wtt 2018; Btt 2018).

LimbWhat it coversArticle
Limb aacting as director of a legal person, or partner of a partnership, outside the director's own group, for a clientart. 1(1) Wtt 2018
Limb b, 4°an address or postal address plus recruiting a director for that entityart. 1(1) Wtt 2018
Limb e (designated)an attorney-in-fact or other legal representative able to perform general management acts; a power for one defined act is not covered (DNB)art. 1(1) Wtt 2018; art. 2 Btt 2018
  1. Is the director from your own group?Outside limb a (art. 1(1) Wtt 2018)Go to the next question
  2. Does the provider act for clients professionally or commercially, for instance by advertising or for different customers?Limb a trust service: a DNB licence is required (art. 3(1) Wtt 2018)One-off or very occasional provision needs no licence (DNB)
  3. Is a power of attorney given for general management acts?Designated trust service (limb e; art. 2 Btt 2018)A power for one defined act is not covered (DNB)
  4. Does the provider supply an address and recruit a director?Trust service (limb b, 4°, art. 1(1) Wtt 2018)Limb b, 4° is not met
  5. Is it interim management, a temporary assignment?The only carve-out from limb a (art. 3(5)(c) Wtt 2018)A standing nominee is not covered by the carve-out
Three questions decide whether a director arrangement needs a DNB licence.

Who may lawfully provide a director or a general power of attorney?

A trust office (trustkantoor) is anyone who, alone or with others, provides trust services professionally or commercially, with no size threshold; Dutch trust offices have a guide of their own. Providing trust services from a Dutch seat without a DNB licence is prohibited (art. 3(1) Wtt 2018). A provider seated outside the EU and the EEA may not provide them to the Netherlands at all, save the designated-state route of art. 4 (art. 3(3)).

One-off or very occasional provision needs no licence, but in DNB's words: "Trust services are, however, subject to a licence requirement if you actively promote them, for instance by advertising them, and also if you provide the service for different customers." (DNB, providing trust services in a professional capacity or on a commercial basis) The provider must decide for itself whether it needs one.

A licensed office may not give tax advice, nor serve a client implementing tax advice from its own group (art. 17). It may not serve clients, object companies or UBOs in Russia, Belarus, EU high-risk third countries or EU non-cooperative tax jurisdictions, with EU, EEA and Swiss nationals and permit holders excepted (art. 23a).

How to check a provider on DNB's public register

  1. Open the register

    that DNB keeps under art. 9(1) Wtt 2018: DNB, register of trust offices.

  2. Search

    by statutory or trade name, optionally by category (the "Section 5" exemptions, trust offices under art. 6(1) Wtt 2018, group entities).

  3. Read the entry

    DNB states: "We update the register every business day at 06:00."

What happens to a provider that offers nominee directors without a licence?

Offering is caught on its own: art. 3(4)(a) Wtt 2018 prohibits anyone from performing activities aimed at prohibited trust services, and DNB treats active promotion, such as advertising, as triggering the licence. That is why this guide offers no director.

Breach of art. 3 is fine category 3 (art. 49(2) Wtt 2018; Besluit bestuurlijke boetes financiële sector), with a higher maximum for a repeat within five years (art. 49(3)). Under the Wet op de economische delicten (WED, the Economic Offences Act) it is an economic offence, and an intentional breach is a crime. For a founder, it means the director comes from a provider that is acting unlawfully.

Sanctions for unlicensed trust services (Wtt 2018 art. 49; WED).

RouteConsequenceArticle
Administrative fine, category 3base amount EUR 2,500,000art. 49(2) Wtt 2018; Besluit bestuurlijke boetes financiële sector, annex
Administrative fine, maximumEUR 5,000,000art. 49(2) Wtt 2018
Repeat within five yearsmaximum EUR 10,000,000art. 49(3) Wtt 2018
Criminal routean economic offence; an intentional breach is a crime punishable with up to two years' imprisonmentWED art. 1 sub 2°, art. 6(1) sub 2°

What does a nominee director carry personally?

Everything any director carries. Under Dutch company law, directors manage in the interest of the company and its business (art. 2:239(1), (5) of Book 2 BW, consolidation of 1 July 2026).

Towards the company. Every director bears responsibility for the general course of affairs and is liable in full for improper management, unless not seriously to blame and not negligent (art. 2:9(2) BW). A legal-person director passes its liability, jointly and severally, to each of its own directors (art. 2:11), so a management company shields nobody.

In bankruptcy. Every director is jointly and severally liable for the deficit where manifestly improper management is plausibly an important cause of the bankruptcy (art. 2:248(1) BW). Unkept books or unfiled accounts are improper management by law, with causation presumed; an unimportant omission is disregarded (art. 2:248(2)). The deadlines for annual accounts filing netherlands are eight days after adoption and in any case twelve months after year end (art. 2:394 with 2:210). The only defence is proof that the failure is not the director's fault and that they were not negligent in averting it (art. 2:248(3)). The claim covers the three years before the bankruptcy, and a discharge does not bar it (art. 2:248(6)).

For tax. Every director is jointly and severally liable for the BV's wage tax, VAT and other listed taxes (art. 36(1) Invorderingswet 1990, the Tax Collection Act, consolidation of 1 July 2026); inability to pay is notified within two weeks of the due date (art. 7(1) Uitvoeringsbesluit Invorderingswet 1990). Former directors stay liable for their period, liability reaches every director of a legal-person director (art. 36(5)(a), (c)), and for the conditional withholding tax it binds a director living abroad too (art. 36a).

Who is liable, for what, and under which article (Book 2 BW; Invorderingswet 1990).

WhoFor whatArticle
Every director, towards the companyin full for improper management, unless not seriously to blame and not negligentart. 2:9(2) BW
The directors of a management companythe liability of the legal-person director, jointly and severallyart. 2:11 BW
Every director, in bankruptcythe deficit, where manifestly improper management is plausibly an important cause; presumption for unkept books or unfiled accounts; three-year look-back; discharge no defenceart. 2:248(1), (2), (3), (6) BW
Every director, for taxwage tax, VAT and other listed taxes; former directors for their period; every director of a legal-person directorart. 36(1), (5)(a), (c) Invorderingswet 1990
Every director of a withholding agentthe conditional withholding tax, also when living abroadart. 36a Invorderingswet 1990
A shadow directortreated as a director in bankruptcy; liable for the listed taxesart. 2:248(7) BW; art. 36(5)(b) Invorderingswet 1990
A shadow director, distributionstreated as a director for unlawful distributionsart. 2:216(4) BW
A close-up of a hand signing a document at a desk
A director's signature exposes the director personally.

Setting up a BV with yourself as its director, from abroad? We prepare the file a notary works from.

Does the owner behind a nominee escape liability?

No. The law gives an owner lawful levers, and treats control exercised in fact as directorship.

Lawful control: instructions and dismissal

The articles may oblige the board to follow the instructions of another organ, which it must then do unless they are contrary to the interest of the company and its business (art. 2:239(4) BW). Every director can be suspended and dismissed at any time by the organ competent to appoint (art. 2:244(1)).

Control in fact: the shadow-director rules

Whoever determined or co-determined the company's policy as if they were a director is treated as one for bankruptcy liability (art. 2:248(7) BW) and for unlawful distributions (art. 2:216(4)). For tax, whoever plausibly did so is liable for the listed taxes (art. 36(5)(b) Invorderingswet 1990). An owner who gives a nominee their orders is the person these rules describe, and an indemnity between owner and nominee does not change whom the curator (bankruptcy trustee) or the tax collector can pursue.

Does a nominee director keep my name out of the UBO register?

No: the test starts with the owner. The UBO (uiteindelijk belanghebbende, ultimate beneficial owner) of a BV is the natural person holding, directly or indirectly, more than 25 percent of the shares, voting rights or ownership interest, or controlling it by other means (art. 3(1)(a)(1°) Uitvoeringsbesluit Wwft 2018). Directors, meaning every director within the meaning of art. 2:9 BW (art. 3(6)), are registered only as a fallback: after all possible means are exhausted and with no grounds for suspicion (art. 3(1)(a)(2°)). business.gov.nl and kvk.nl list directors among UBOs as if an alternative; the decree makes them UBOs only in that fallback.

At least one UBO is registered at incorporation and changes within 7 days, wherever the UBO lives and whatever their nationality (business.gov.nl). Among other data, the Dutch UBO register records the UBO's name, month and year of birth, state of residence, nationality and the nature and size of the interest (art. 15a(2) Hrw 2007, the Business Register Act).

What are the Dutch substance requirements?

"Substance" is not one rule but five tests, each with its own scope, and a BV can be bound by one and untouched by another. The market's brievenbusfirma (letterbox company) has no statutory definition in the sources this guide relies on.

Tax residence. Every Dutch-incorporated body is a Dutch corporate taxpayer by the incorporation fiction (art. 2(5) Wet Vpb), with named exceptions; otherwise the circumstances decide (art. 4(1) AWR).

The service-entity declaration. It binds Dutch resident taxpayers mainly receiving and paying intra-group interest, royalties, rent or lease payments from and to non-resident group entities (art. 3a(1), (2) BWBR0030973).

Ruling access. An international ruling needs real operational activity in the Netherlands with sufficient relevant staff there at group level, and there is no advance consultation where saving Dutch or foreign tax is the sole or decisive motive (section 3(a), 3(b)(i) Besluit vooroverleg rulings met een internationaal karakter, version from 22 December 2023).

The dividend withholding exemption. It is refused for an artificial arrangement held with a main purpose of avoiding tax, not set up for valid commercial reasons that reflect economic reality (art. 4(3)(c) Wet DB 1965).

The foreign-recipient safe harbour. A list of the same type applies to the foreign recipient of Dutch interest, royalties or dividends, measured in its own state, with a wage cost of EUR 100,000 times the country factor of the annex (art. 2(a) to (h) Uitvoeringsregeling bronbelasting 2021). It is not a test of a Dutch BV's own board.

Five Dutch substance tests, who each one binds and what follows.

TestWho it bindsWhat it looks atConsequenceSource
Tax residenceevery Dutch-incorporated bodythe incorporation fiction, with named exceptions; otherwise the circumstances; a treaty may deem the BV resident elsewherewhere a treaty applies, a fiscal unity needs both companies treaty-resident in the Netherlandsart. 2(5), 15(4)(c) Wet Vpb; art. 4(1) AWR
Service-entity declarationDutch resident taxpayers mainly receiving and paying intra-group interest, royalties, rent or lease payments; participation holding left outthe ten items of art. 3a(7)a declaration in the corporate income tax return, at the latest with the returnart. 3a BWBR0030973; art. 8(5) WIB
Ruling accessa group asking for an international rulingeconomic nexus: real operational activity and sufficient relevant staff in the Netherlands at group levelno advance consultation where saving tax is the sole or decisive motiverulings decree, section 3(a), 3(b)(i)
Dividend withholding exemptiona BV paying dividends to a qualifying holderwhether the interest is held in an artificial arrangement with a main purpose of avoiding taxexemption refusedart. 4(3)(c) Wet DB 1965
Foreign-recipient safe harbourthe foreign recipient of Dutch payments, not the Dutch boarda list of the same type, wage cost EUR 100,000 times the country factora safe harbour for the recipientart. 2 Uitvoeringsregeling bronbelasting 2021
Binds every Dutch BV
  • Tax residence: every Dutch-incorporated body, by the incorporation fiction (art. 2(5) Wet Vpb; art. 4(1) AWR)
Binds a BV in a given situation
  • Ruling access: a group asking for an international ruling; economic nexus (rulings decree, section 3(a), 3(b)(i))
  • Dividend withholding exemption: a BV paying dividends to a qualifying holder; refused for an artificial arrangement (art. 4(3)(c) Wet DB 1965)
Not a test of an operating BV or a pure holding
  • Service-entity declaration: service entities only, the ten items of art. 3a(7) BWBR0030973; an operating BV or a pure holding is not a service entity
  • Foreign-recipient safe harbour: the recipient abroad, not the Dutch board (BWBR0044605)
An operating BV or a pure holding is not a service entity.

Does the ten-item substance list apply to my BV?

Only if the BV is a service entity (dienstverleningslichaam): a Dutch resident taxpayer whose activities mainly consist of receiving and paying intra-group interest, royalties, rent or lease payments from and to non-resident group entities. The list sits in art. 3a(7) of the Uitvoeringsbesluit internationale bijstandsverlening bij de heffing van belastingen (international assistance decree, in force from 1 January 2021, checked on 4 October 2026).

The ten items of art. 3a(7)

  • (a) At least half of the statutory, decision-making board members live or are established in the Netherlands.
  • (b) They have the professional knowledge to decide on and settle the transactions.
  • (c) Qualified staff.
  • (d) Board decisions taken in the Netherlands.
  • (e) Main bank accounts in the Netherlands.
  • (f) Books kept in the Netherlands.
  • (g) Wage cost for the relevant work of at least EUR 100,000.
  • (h) An office in the Netherlands with the usual facilities, available for at least 24 months and actually used.
  • (i) A real risk on the loans or licences (art. 8c(2) Wet Vpb).
  • (j) Equity matching that risk.

Real risk on intra-group financing means equity at risk of at least the lower of 1 percent of the outstanding loans or EUR 2,000,000 (art. 8c Wet Vpb). A service entity declares in its corporate income tax return whether every item was met all year and, if not, which were missed, with the data to assess them and an overview of its treaty, directive or implementing-law claims and of the paying entities (art. 3a(3), (4), (8)). The declaration is due at the latest with the return (art. 3a(9)) and is supplied with a view to mutual assistance (art. 8(5) WIB).

Operating companies and pure holdings

An operating BV is not a service entity, and nor is a pure holding: participation holding is left out of the count (art. 3a(1), (2)). For a founder using a Dutch BV to hold shares in other companies, the ten-item list does not apply; tax residence, a ruling, a treaty claim and the dividend withholding exemption run their own tests.

ATAD3: a proposal, not law

ATAD3 ("Unshell") is Commission proposal COM(2021) 565 of 22 December 2021. The European Parliament gave its opinion on 17 January 2023, and on 4 October 2026 EUR-Lex showed procedure 2021/0434/CNS as ongoing, with no adoption.

Where is a BV that is run from abroad tax resident?

A BV incorporated under Dutch law is always a Dutch corporate taxpayer by the incorporation fiction of art. 2(5) of the Wet op de vennootschapsbelasting 1969 (Wet Vpb, the Corporate Income Tax Act, consolidation of 1 January 2026), with named exceptions: the participation exemption, the fiscal unity and certain other articles. For a holding, the participation exemption then decides what is taxed.

Beyond the fiction, residence is judged by the circumstances (art. 4(1) AWR, the General State Taxes Act); the treaty phrase "place of effective management" belongs to this question, and this guide does not set out how it is applied. A tax treaty may deem a BV run from abroad resident in the other state, and where a treaty applies, a fiscal unity needs both companies to be treaty-resident in the Netherlands (art. 15(4)(c) Wet Vpb). The Netherlands had working tax treaties with 98 countries at 1 January 2025 (Rijksoverheid). When both states claim the BV, the treaty decides.

What can a founder lawfully do instead of a nominee?

Eight lawful routes, each with its legal basis and its catch.

RouteLegal basisCaveat
Be the director yourself, from abroadno residence requirement (art. 2:242 BW)the tax residence consequences apply (art. 2(5) Wet Vpb; art. 4(1) AWR)
Appoint someone from your own grouplimb a covers only a director from outside the director's own group (art. 1(1) Wtt 2018)a group is an economic unit of organisationally linked persons and partnerships
Engage a DNB-licensed trust office for a director or a general power of attorneyart. 3(1) Wtt 2018; art. 2 Btt 2018check the register (art. 9); the same office may not give the tax advice (art. 17); the country ban applies (art. 23a)
An individual director where a licensed trust office keeps the booksart. 3 Rtt 2018: exemption for a natural person directing object companies to which a licensed trust office provides at least the bookkeepingthe trust office, not the individual, holds the licence
A single-act power of attorney instead of a general oneDNB: a power for one defined act is not a trust servicea general power is the trust service of art. 2 Btt 2018
Owner control through the articlesinstructions (art. 2:239(4) BW); dismissal at any time (art. 2:244(1) BW)control in fact makes the owner a shadow director (art. 2:248(7) BW; art. 36(5)(b) Invorderingswet 1990)
A Dutch-resident individual hired as director of this one companylimb a needs a director acting for a client and a provider acting professionally or commercially; DNB: one-off provision needs no licenceno official source read for this guide addresses a single salaried director in terms
Dutch-resident people in a supervisory rolea one-tier board (art. 2:239a BW) or a supervisory board (art. 2:250 BW)whether this meets a substance test depends on its wording; art. 3a(7)(a) speaks of statutory, decision-making board members

The table states the law for each route without ranking them; which one fits a BV turns on its facts and on the tests that bind it. For the first route, the BV still needs its own bank account, a separate matter: our business bank account service covers it.

The seventh route carries a caveat. Limb a needs a director acting for a client and a provider acting professionally or commercially, and DNB says that one-off provision needs no licence; no official source read for this guide addresses a single salaried director of one foreign-owned BV in terms, so the question is left open here. Interim management (art. 3(5)(c) Wtt 2018) is not a route at all: it covers temporary assignments, not a standing director.

How does a founder set up and change the board, step by step?

  1. Decide which substance test, if any, binds the BV

    the service-entity declaration, a treaty claim, the dividend withholding exemption, a ruling or a fiscal unity. The founder settles this with a tax adviser, a free profession in the Netherlands (see tax advisor netherlands). A licensed trust office may not give this advice (art. 17 Wtt 2018). No official time is published.

  2. Choose the board

    from the routes above. No official time is published.

  3. If a third party provides the director, check its licence

    on DNB's register, updated every business day at 06:00.

  4. Client due diligence by the trust office

    , before it provides the service (art. 23 Wtt 2018), with the country ban of art. 23a checked. No official time is published.

  5. Appointment

    in the notarial deed of incorporation, later by the general meeting without a notarial deed; registered with the KVK within one week (art. 20 Hrw 2007).

  6. UBO registration

    by the board: at incorporation, and any change within 7 days.

  7. Running the BV

    books kept, accounts filed within eight days of adoption and in any case within twelve months of year end, taxes paid or inability to pay notified within two weeks of the due date.

  8. Corporate income tax return

    , filed by the BV with its tax adviser; a service entity adds the art. 3a declaration at the latest with the return (art. 3a(9)).

  9. Changing or removing the director

    by the general meeting at any time (art. 2:244(1) BW), filed with the KVK within one week, the UBO data within 7 days if affected. Liability for the outgoing director's period remains (art. 2:248(6) BW; art. 36(5)(a) Invorderingswet 1990).

    A folder of company documents on an office desk
    The board is named in the deed; every later change goes to the KVK within one week.

The KVK's one-off company registration fee is EUR 85.15 (2026, art. 5 Financiële regeling handelsregister 2019): a state fee, not a price of ours.

From our practice

Joost van Leeuwen, Company formation and company law lead, eleven years on Dutch company files, assembles the file the notary works from and follows the deed to the KVK registration and the UBO filing. The board is named in the deed of incorporation, so the director question is settled before the notary signs.

Reviewed by Priya Ramdin, Founder services and immigration lead, on 4 October 2026.

Sources

  1. Wet toezicht trustkantoren 2018 (Wtt 2018), art. 1(1), 3, 9, 17, 23a and 49, consolidation in force from 1 March 2025, wetten.overheid.nl, checked on 4 October 2026
  2. Besluit toezicht trustkantoren 2018 (Btt 2018), art. 2, in force from 1 July 2024, wetten.overheid.nl
  3. DNB, What are trust services?, dnb.nl
  4. DNB, Providing trust services in a professional capacity or on a commercial basis, dnb.nl
  5. DNB, Public register of trust offices, dnb.nl
  6. Burgerlijk Wetboek Book 2, art. 2:9, 2:11, 2:216, 2:239, 2:239a, 2:242, 2:244, 2:248, 2:250, 2:394 and 2:210, consolidation of 1 July 2026, wetten.overheid.nl
  7. Invorderingswet 1990, art. 36 and 36a, consolidation of 1 July 2026, wetten.overheid.nl
  8. Uitvoeringsbesluit Wwft 2018, art. 3, wetten.overheid.nl
  9. Besluit vooroverleg rulings met een internationaal karakter, section 3, version from 22 December 2023, wetten.overheid.nl
  10. Uitvoeringsregeling bronbelasting 2021, art. 2 and annex, wetten.overheid.nl
  11. Uitvoeringsbesluit internationale bijstandsverlening bij de heffing van belastingen, art. 3a, in force from 1 January 2021, wetten.overheid.nl, checked on 4 October 2026
  12. Wet op de vennootschapsbelasting 1969, art. 2(5), 8c and 15(4)(c), consolidation of 1 January 2026, wetten.overheid.nl
  13. Regeling toezicht trustkantoren 2018 (Rtt 2018), art. 3, in force from 25 November 2025: https://wetten.overheid.nl/BWBR0041629/2025-11-25/0
  14. Besluit bestuurlijke boetes financiële sector, annex, Wtt 2018 table: https://wetten.overheid.nl/BWBR0026204
  15. Wet op de economische delicten, art. 1 and 6: https://wetten.overheid.nl/BWBR0002063
  16. DNB, Licence: yes or no?: https://www.dnb.nl/en/sector-information/open-book-supervision/open-book-supervision-sectors/trust-offices/trust-offices-market-access-overview/licence-yes-or-no/
  17. Handelsregisterwet 2007, art. 15a and 20: https://wetten.overheid.nl/BWBR0021777
  18. business.gov.nl, UBO register (ultimate beneficial owner): https://business.gov.nl/regulations/ubo-register-ultimate-beneficial-owner/
  19. Algemene wet inzake rijksbelastingen, art. 4: https://wetten.overheid.nl/BWBR0002320/2026-04-11/0
  20. Wet op de dividendbelasting 1965, art. 4: https://wetten.overheid.nl/BWBR0002515
  21. Rijksoverheid, working tax treaties with 98 countries at 1 January 2025: https://www.rijksoverheid.nl/actueel/nieuws/2025/02/19/nederland-heeft-met-bijna-100-landen-een-belastingverdrag
  22. Wet op de internationale bijstandsverlening bij de heffing van belastingen, art. 8, version in force from 11 April 2026: https://wetten.overheid.nl/BWBR0003954
  23. EUR-Lex, procedure 2021/0434/CNS (ATAD3), checked on 4 October 2026: https://eur-lex.europa.eu/procedure/EN/2021_434
  24. Uitvoeringsbesluit Invorderingswet 1990, art. 7: https://wetten.overheid.nl/BWBR0004772/2025-12-12/0
  25. Financiële regeling handelsregister 2019, art. 5, in force from 1 July 2026: https://wetten.overheid.nl/BWBR0042721/2026-07-01/0

DutchRegist: Company Changes and Restructuring in the Netherlands For an existing BV: appointing, replacing or removing a director by a resolution of the general meeting, and the KVK filing that follows within one week.

Frequently Asked Questions

If a nominee is the director, am I protected from liability?

No. Whoever determined or co-determined the company's policy as if they were a director is treated as a director in bankruptcy (art. 2:248(7) BW) and is liable for the listed taxes (art. 36(5)(b) Invorderingswet 1990). An indemnity agreed with the nominee does not change whom the curator or the tax collector can pursue.

Is the nominee personally liable for my company?

Yes, on the same terms as any director: towards the company for improper management (art. 2:9(2) BW), jointly and severally for the deficit in bankruptcy (art. 2:248(1)), for the BV's listed taxes (art. 36(1) Invorderingswet 1990) and for the conditional withholding tax even from abroad (art. 36a). A management company passes this to its own directors (art. 2:11).

Does a nominee director keep my name out of the UBO register?

No. The UBO of a BV is the natural person holding, directly or indirectly, more than 25 percent of the shares, votes or ownership interest, or controlling it by other means. A director is registered as UBO only as a fallback, after all possible means are exhausted and with no grounds for suspicion (Uitvoeringsbesluit Wwft 2018, art. 3).

Can I hire a nominee director in the Netherlands?

Only from a DNB-licensed trust office. Acting as director of an entity outside your own group, for a client, is a trust service (art. 1(1) limb a Wtt 2018) that needs a DNB licence from a Dutch seat (art. 3(1)). A provider seated outside the EU and the EEA may not serve the Netherlands, save the designated-state route (art. 3(3)).

Is a power of attorney a way around the licence?

Not a general one. Being an attorney-in-fact or other legal representative able to perform general management acts for an entity is the trust service designated by art. 2 Btt 2018, under limb e of the Wtt 2018. DNB says a power of attorney for the execution of one individual, defined act is not covered by this trust service.

What are the Dutch substance requirements?

Five tests with five scopes: tax residence, which binds every Dutch-incorporated body; the service-entity declaration of art. 3a BWBR0030973; ruling access, which needs an economic nexus; the anti-abuse rule of the dividend withholding exemption (art. 4(3)(c) Wet DB 1965); and the safe harbour for foreign recipients in the Uitvoeringsregeling bronbelasting 2021.

Do the substance requirements apply to my BV?

The ten-item list binds only Dutch resident service entities that mainly receive and pay intra-group interest, royalties, rent or lease payments; participation holding is left out of the count (art. 3a(1), (2) BWBR0030973). An operating BV or a pure holding is not bound by it; tax residence, rulings, treaty claims and the dividend exemption run their own tests.

Does a Dutch BV need a Dutch-resident director?

No. Book 2 of the Dutch Civil Code sets no residence or nationality requirement for the director of a BV. The articles of association may restrict who can be appointed by setting requirements for directors (art. 2:242 BW). Residence matters for tax, through tax residence and the substance tests, not for company law.

Is a holding company taxable in the Netherlands?

A holding incorporated as a Dutch BV is always a Dutch corporate taxpayer by the incorporation fiction (art. 2(5) Wet Vpb 1969), and the participation exemption decides what is taxed. The holding company page of this site covers holding structures in depth; the ten-item substance list does not bind a pure holding.

How do I check that a provider is licensed?

Search DNB's public register of trust offices by the provider's statutory or trade name, optionally narrowing the search by category. DNB keeps the register under art. 9 Wtt 2018, publishes it on its website and updates it every business day at 06:00. DNB also expects every provider to determine for itself whether it needs a licence.

What happens to a provider who offers nominee directors without a licence?

Activities aimed at providing prohibited trust services are themselves prohibited (art. 3(4)(a) Wtt 2018). Breach of art. 3 is fine category 3: base amount EUR 2,500,000, maximum EUR 5,000,000 (art. 49(2)). It is also an economic offence, and an intentional breach is a crime punishable with up to two years' imprisonment (WED art. 6(1) sub 2°).

Where is my BV tax resident if I run it from abroad?

A BV incorporated under Dutch law is always a Dutch corporate taxpayer by the incorporation fiction (art. 2(5) Wet Vpb 1969). Beyond that, residence is judged by the circumstances (art. 4(1) AWR), and a tax treaty may deem the BV resident elsewhere, which blocks a fiscal unity with a Dutch company (art. 15(4)(c) Wet Vpb).

Can I control the company if someone else is the director?

Yes, lawfully. The articles may oblige the board to follow the instructions of another organ unless they are contrary to the company's interest (art. 2:239(4) BW), and any director can be dismissed at any time by the organ competent to appoint (art. 2:244(1)). Control exercised in fact, however, makes you a shadow director for liability.

Is ATAD3 in force?

No. ATAD3, the "Unshell" initiative, is a Commission proposal: COM(2021) 565 of 22 December 2021. The European Parliament gave its opinion on 17 January 2023, and on 4 October 2026 EUR-Lex showed procedure 2021/0434/CNS as ongoing, with no adoption. It is a proposal, not adopted law.