Even though a company secretary is not required by law when setting up a company in the Netherlands, this is a service that can be requested by business owners, as it comes with several advantages. The corporate secretarial officer can be appointed upon the registration of an entity or later and can carry out various tasks that ease the burden of the directors and managers.
Below, our Dutch company formation agents explain how to choose a company secretary, what his/her role is and if there are any requirements one must fulfill for this position.
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The appointment of a Dutch corporate secretarial officer
The company secretary or corporate secretarial officer is not a notion acknowledged by the Dutch Company Law. Compared to other countries (usually Asia) where such an agent is a requirement, in Europe, this is often provided as an outsourced service. The secretary can be hired upon starting a business in the Netherlands or at any time the management deems it necessary.
The secretary can be employed by:
- – domestic enterprises, large and small;
- – foreign companies, such as branches and subsidiaries.
If you need such a service, our agents are at your disposal with tailored solutions in this sense, as you can choose the tasks to delegate to a Dutch corporate secretary.
What are the tasks a company secretary can complete?
Most private companies hire secretaries or assistants to be at the service of directors and/or managers. This job can be branched out at company level, where a corporate secretarial officer can be appointed in a more formal way to complete tasks like:
- – attending company and/or shareholders’ meetings and taking minutes of the gathering;
- – submitting annual reports and financial statements to the local authorities;
- – carrying out legal duties and formalities related to changes that are brough to the company (legal seat, directors, company name);
- – drafting legal documents under the supervision of a higher ranking officer;
- – acting as a liaison officer between the company and business partners, clients, and authorities;
- – maintaining company books and ensuring a good compliance with the law and company policies;
- – being up to date with changes in the legislation and notifying the management about them.
These are some of the duties a corporate secretarial officer can have in the Netherlands, but not limited to them.
Requirements for the company secretary to meet for appointment
There are no specific qualifications a Dutch corporate secretarial officer must have, however, considering there are case in which he or she would handle sensitive information, one must be aware of the fiduciary duties towards the company and shareholders and direct reporting director/manager.
From this point of view, the secretary:
- – must have moral integrity;
- – must know how to maintain professional secrecy;
- – must act in the best interests of the company and shareholders.
There are also cases where a certain level of experience might be required by the hiring company. Such experience usually implies having worked in the corporate environment before or having a good knowledge of the legislation.
While natural persons can act as corporate secretarial officers, such services can also be provided by specialized companies.
Companies operating in the Netherlands
Consider both small and large companies can hire company secretaries in the Netherlands, here are also some statistics on their number at the level of 2023:
- – in January, 450,000 of the companies operating in the Netherlands were small and medium-sized enterprises;
- – 1,157 were large companies;
- – there were 1.268 million self-employed people in the Netherlands.
If you need corporate secretarial officer services in the Netherlands, you can rely on our agents.