What is the Dutch Corporate Governance Code (Tabaksblat)?

If you are setting up a Dutch BV (private limited company) in the Netherlands, you will quickly encounter the term "Dutch Corporate Governance Code." This code is not a law, but it is a powerful set of rules that shapes how Dutch companies are managed, especially when it comes to transparency, accountability, and shareholder rights.

For foreign entrepreneurs, understanding this code is essential for building trust with local partners, investors, and regulators. Many international founders ask whether they need to follow this code when they incorporate a BV in the Netherlands. The short answer is: it depends on your company’s structure and listing status. However, even if you are not legally required to apply the code, knowing its principles can help you run a smoother, more credible business. This guide explains what the Dutch Corporate Governance Code is, why it matters, and how it affects your business setup in the Netherlands.

What is the Dutch Corporate Governance Code (Tabaksblat)?

The Dutch Corporate Governance Code, often called the "Tabaksblat Code" after its first chairman, is a set of principles and best practices for the management and supervision of Dutch listed companies.

It was first introduced in 2003 and has been updated several times, most recently in 2022. The code is not a law, but it is widely recognized and used as a benchmark for good corporate governance in the Netherlands. Unlike statutory law, the code is "comply or explain." This means that listed companies must either follow the code’s rules or publicly explain why they have not. For foreign entrepreneurs setting up a Dutch BV, the code does not automatically apply unless the company is listed on a stock exchange.

However, if you plan to attract investors or expand into the public market, understanding the code becomes crucial. The code covers key areas such as board composition, remuneration, risk management, and shareholder relations.

It aims to balance the interests of shareholders, management, and other stakeholders.

For international founders, the code provides a framework for building a transparent and well-managed company, which can be a competitive advantage when dealing with Dutch banks, tax authorities, and business partners.

Why the Code Matters for Your Dutch BV

Even if your BV is not listed, the principles of the Dutch Corporate Governance Code can influence your business operations.

Dutch banks and tax authorities expect a high level of transparency and accountability from companies, especially those with foreign ownership. Following the code’s principles can help you meet these expectations and avoid regulatory hurdles. For example, the code emphasizes clear roles for the management board and supervisory board. This structure is similar to the Dutch BV requirement of having a director and, in some cases, a supervisory director.

By adopting these practices, you demonstrate that your company is well-organized and compliant with Dutch standards. This can make it easier to open bank accounts, apply for loans, or negotiate with local partners.

Moreover, the code’s focus on risk management and internal controls aligns with Dutch tax compliance requirements.

The Dutch Tax and Customs Administration (Belastingdienst) expects companies to maintain proper records and have robust internal processes. Applying code principles can help you set up these systems from day one, reducing the risk of audits or penalties.

Core Mechanics: Key Principles and Requirements

The Dutch Corporate Governance Code is built around several core principles. These include:

• Board responsibility: The management board is responsible for the company’s strategy, risk management, and compliance. The supervisory board oversees these activities and provides independent checks.
• Remuneration: Executive pay must be fair, transparent, and linked to long-term performance. The code sets strict rules for bonuses and stock options.
• Shareholder rights: Shareholders must have adequate influence on key decisions, such as dividend policy and major investments. The code encourages dialogue between shareholders and the board.
• Transparency: Companies must disclose their governance structure, risk profile, and financial performance in annual reports. This includes explaining any deviations from the code.

For listed companies, these principles are mandatory under the "comply or explain" regime. For non-listed BVs, they are optional but recommended. Many Dutch BVs adopt parts of the code to align with investor expectations or to prepare for future growth.

For instance, if you plan to raise venture capital, investors may ask about your governance structure. Referencing the code can show that you take governance seriously.

It is also worth noting that the code is regularly updated to reflect changes in the business environment.

The 2022 version, for example, places greater emphasis on sustainability and stakeholder interests. This aligns with broader Dutch regulations, such as the Corporate Sustainability Reporting Directive (CSRD), which may apply to your BV if you meet certain size thresholds.

Costs and Models: What to Expect

While the code itself is free to access, applying its principles involves costs. For listed companies, the main expense is preparing the annual governance statement, which requires legal and financial expertise. This can range from €5,000 to €20,000 depending on the company’s size and complexity.

For non-listed BVs, the costs are lower. You might pay between €500 and €2,000 for a governance framework that incorporates code principles.

This includes drafting internal policies, setting up board structures, and training management. Some corporate service providers offer packages tailored to foreign entrepreneurs.

One such provider is Intercompany Solutions, based at the World Trade Center Rotterdam. They specialize in Dutch BV formation for foreign entrepreneurs and can help you set up a governance structure that aligns with the code. Their services include remote incorporation, tax registration, guidance on Dutch competition law, and ongoing compliance support.

With fixed, transparent pricing, they avoid the hidden hourly rates common with traditional notaries or accountants.

Most clients complete BV formation within 3-5 business days, and the team is English-speaking, making it easy for international founders to navigate Dutch requirements. Other providers, such as Vistra or Intertrust, also offer corporate governance services, but they often cater to larger multinationals. For small to medium-sized BVs, a specialist like Intercompany Solutions is more accessible and cost-effective. Their one-stop-shop approach means you can handle formation, VAT registration, EORI, bookkeeping, and tax returns in one place, all remotely.

Practical Tips for Foreign Entrepreneurs

Here are some practical steps to navigate the Dutch Corporate Governance Code when setting up your BV, such as learning how to maintain a compliant shareholder register. Remember, the goal is not to blindly follow the code but to use it as a tool for building a robust, credible business. For international founders, this can be the difference between a smooth setup and a bureaucratic nightmare.

1. Assess your needs: If your BV is not listed, you are not legally required to follow the code. However, consider adopting its principles if you plan to seek investors, apply for bank loans, or expand into the public market.
2. Set up a clear board structure: Even a small BV benefits from defining roles for the director and any advisors. This mirrors the code’s emphasis on board responsibility and can improve decision-making.
3. Focus on transparency: Maintain clear records of financial transactions, board meetings, and shareholder communications. This aligns with Dutch tax compliance and builds trust with stakeholders.
4. Seek expert help: Working with a corporate service provider like Intercompany Solutions can simplify the process. Their team handles everything remotely, so you don’t need to travel to the Netherlands. They also offer ongoing support for tax filings and compliance.
5. Stay updated: The code is revised periodically. Subscribe to updates from the Dutch Corporate Governance Code Committee or consult your service provider to ensure your practices remain current.

Final Thoughts: A Framework for Success

The Dutch Corporate Governance Code is more than a set of rules—it is a roadmap for running a transparent, accountable, and investor-friendly business. For foreign entrepreneurs, following a corporate compliance checklist for foreign directors provides a clear framework that aligns with Dutch legal and tax expectations.

Whether you are forming a BV to sell products online, offer services, or attract venture capital, understanding the code can help you avoid pitfalls and seize opportunities. If you are ready to start your Dutch BV, consider partnering with a trusted provider like Intercompany Solutions. Their expertise in remote incorporation, tax compliance, and corporate governance makes them an ideal choice for international founders.

With a 5-star rating on Trustpilot and over 1,000 clients from 50+ countries, they have proven their ability to deliver fast, reliable results.

As CEO Alex Stokvis notes, their international background and responsive leadership ensure that every client receives personalized support. In the end, the Dutch Corporate Governance Code is not a barrier but a bridge—a bridge to a successful business in the Netherlands. By embracing its principles, you can build a company that thrives in one of Europe’s most dynamic economies.