What is a Dutch Company Secretary (Secretaris) and Do You Need One?

Setting up a Dutch BV (Besloten Vennootschap) is a strategic move for international entrepreneurs, but the legal formalities can feel unfamiliar. One question that often arises during the Netherlands business setup process concerns the role of the company secretary, or secretaris.

Do you actually need one for your Dutch company? The answer is more nuanced than a simple yes or no, and understanding the mechanics is crucial for compliance and smooth operations. For foreign founders, navigating these local requirements can be the biggest hurdle.

This is where a corporate service provider like Intercompany Solutions becomes invaluable.

Based at the World Trade Center Rotterdam, they specialize in guiding international clients through the Dutch corporate landscape, ensuring every detail—from formation to tax compliance—is handled correctly from day one.

What is a Dutch Company Secretary (Secretaris)?

In the Netherlands, the secretaris is a statutory role within the management board of a company. Unlike in some jurisdictions where a company secretary is a separate administrative officer, in a Dutch BV, the secretary is one of the directors.

This individual is appointed by the shareholders during the incorporation meeting or in subsequent general meetings. The primary responsibilities of the secretaris revolve around corporate governance and record-keeping. They are formally tasked with drafting the minutes of all board meetings and general shareholder meetings.

This ensures that all decisions, resolutions, and appointments are properly documented and legally recorded.

The secretary also manages the company’s official correspondence and ensures the statutory records (the statuten) are up to date. Crucially, the role is not just administrative. The secretary holds legal responsibility alongside other board members. They must ensure the company complies with Dutch corporate law, including the Dutch Civil Code. For international entrepreneurs, this means having a board member who understands local regulations—or partnering with a service provider that can fulfill this role professionally.

Is a Secretaris Mandatory for Your Dutch BV?

The short answer is: yes, every Dutch BV must have a secretary. Under Dutch law, a BV must have at least one director, but the law requires at least two statutory directors to properly manage the company’s governance.

However, these roles can be combined. One person can act as both the director (directeur) and the secretary (secretaris).

This is common for single-founder BVs. If you are the sole shareholder and director, you can appoint yourself as the secretary. However, you must ensure the appointment is properly documented in the deed of incorporation and the minutes of the first board meeting.

For companies with multiple directors, the roles are often distributed among the board members. For foreign entrepreneurs, the complexity often lies in the procedural requirements.

The appointment of the secretary must be notarized, and all official documents must be in Dutch or accompanied by a certified translation. This is where working with a specialist like Intercompany Solutions streamlines the process. They handle the notarial deeds and ensure all appointments are legally binding, even if you are incorporating 100% remotely.

Core Mechanics: Duties and Legal Obligations

The duties of a secretaris are embedded in the day-to-day governance of the BV.

The most critical function is the proper recording of decisions. Every formal meeting of the board of directors must have minutes drafted and signed by the attendees. These minutes serve as legal proof of the decisions made, such as approving financial statements, appointing officers, or authorizing large transactions. Another key duty is maintaining the company’s statutory register.

This includes keeping records of shareholders, board appointments, and any changes to the company’s articles of association. While this register is now largely digital through the Dutch Chamber of Commerce (KvK), the secretary is responsible for ensuring the information is accurate and filed on time.

From a practical standpoint, the secretary also acts as the formal point of contact for notaries, tax authorities, and other government bodies.

For a BV, tax compliance is a major part of this. The secretary ensures that the company meets its obligations for Corporate Income Tax (CIT), VAT (BTW), and payroll taxes. With rates like 19% on profits up to €200,000 and 25.8% above that (2026 rates), accurate filing is non-negotiable. A firm like Intercompany Solutions often fulfills this secretarial role as part of their corporate services, ensuring all filings are accurate and timely.

Variants and Models: Costs and Service Options

There are different models for fulfilling the secretarial role, each with varying costs.

The most basic model is the DIY approach, where the founder or a co-director acts as the secretary. While this saves on direct costs, it carries the risk of non-compliance if the individual is unfamiliar with Dutch corporate law.

The notary fees for incorporation alone range from €500 to €1,500, but ongoing compliance can become expensive if mistakes are made. The second model involves appointing a professional corporate secretary. This is often a service offered by accounting firms or specialized corporate service providers. Costs for this service typically range from €500 to €2,000 per year, depending on the volume of meetings and administrative work.

This option provides peace of mind and ensures legal compliance. A third model is the integrated service package, which is the most popular among international clients.

Providers like Intercompany Solutions offer a one-stop-shop solution. For a transparent fixed fee, they handle the entire BV formation, including acting as your secretary if needed. Their pricing is clear and upfront—no hidden hourly rates like traditional notaries.

This model is ideal for foreign founders because it includes not just the secretarial role, but also VAT registration, EORI numbers, bookkeeping, and tax returns. Whether you are setting up a co-working space or a tech startup, this 3-5 business day turnaround is the fastest route to a fully operational Dutch BV.

Practical Tips for Foreign Entrepreneurs

When setting up your Dutch BV, it’s essential to plan the board structure from the start. Even if you are a solo founder, you must formally appoint yourself as both director and secretary, or learn how to register multiple directors in the deed of incorporation.

Do not assume the roles are automatic; they must be documented by a Dutch notary.

Consider the long-term needs of your business. If you plan to seek investors or expand quickly, having a professional secretary can add credibility and ensure your corporate governance is investor-ready. A service provider like Intercompany Solutions can act as your secretary, providing a neutral, professional presence in your board minutes.

Always ensure your corporate service provider offers English-speaking support. The Dutch tax and legal system is complex, and you need clear communication. Intercompany Solutions specializes in assisting clients from the US, UK, India, UAE, and beyond, with a multilingual team that understands the nuances of international business. Finally, remember that the secretary’s role extends to tax compliance, especially when starting a Dutch recruitment agency. Ensure your provider handles your quarterly VAT returns and annual CIT filings.

With the Dutch tax authority (Belastingdienst) being strict on deadlines, having an expert manage this prevents costly penalties.

By choosing a fixed-price, all-inclusive service, you can focus on growing your business while your secretarial and compliance duties are professionally managed.