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Appoint a new Director

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Are you planning to appoint a new director for your Dutch company? House of Companies provide a full overview of the required steps, forms, and procedure.


The appointment of a director of a Dutch company is quite straightforward, since a Dutch notary is not involved.

However, the appointment will have to be done at the Dutch Chamber of Commerce, and the new director will have to be properly identified. This can be done in 2 ways:


  • A meeting can be scheduled at the Chamber of Commerce for the new director

  • Without visiting the Netherlands, by providing legalised documentation


In order to resign a director, no visit of the former director is required. That process can be handled via mail, without any legalisation.


Involving the shareholders to appoint a new director


A director of NVs and BVs is appointed and dismissed by the General Meeting of Shareholders (AGM) or Supervisory Board (SB). The decision is taken on the basis of the procedure stated in the articles of association. If a director is appointed, he will also be registered as a representative of the company in the trade register of the Chamber of Commerce. His authority to represent can also be limited by this registration. For example, it can be stipulated that a director may only enter into agreements on behalf of the company with a financial interest of less than EUR 50,000.


IMPORTANT FACTS


  • Reporting a change is free. Is there a registration of a new company, continuation, takeover, division or merger whereby a new registration in the Trade Register is created with a new Chamber of Commerce number? Then you pay a one-time registration fee of € 50.00.

  • You can request a new extract after the change. A paper extract costs € 15.00 and you will receive it by post. A digitally certified extract costs € 7.50 and you will receive it by e-mail.

  • In most cases, the new director must personally visit the Chamber of Commerce with the completed form and a valid ID. Only associations and foundations without an active business operation, can appoint a director via submission of the form via mail.

  • The Form can be completed online (but the original will also have to be mailed, if you are not able to verify your identify via a Dutch bank account, or other verification method) , see the KvK online Portal impression below. Our Dashboard also provides a full tutorial on how to deal with the KvK, and appoint or resign a director

Scenario 1: A personal visit by the new director

 

You can easily schedule a meeting for the new director at the Chamber of Commerce in order to sign the required appointment forms and to get identified.


The meeting can be scheduled online via this form.

The corporate changes will be processed immediately, and a new Chamber of Commerce extract can be requested (at extra charge of 15 EUR)  during the meeting.


For this option, you will need the following documents.


Preparation phase:


- Passport copy

- Scanned copy of the proof of address (not older than 3 months)

- The date on which the new director will be appointed


During the appointment with the Chamber of Commerce


- Original valid passport

- Legalized with apostille proof of address of the new director (cannot be older than 30 days during the appointment)

- An original signed form from the Chamber of Commerce of the current director)

- Copy of the signed board resolution (INCO can prepare this for you if preferred)

- Copy of the passport of the current director

Scenario 2: Remotely; Legalize your KYC documents and signature!

 

You will need to prepare some documents for signing, the documents need to be signed in original by the current and new director. It will take around 7-10 working days before the changes are visible upon receipt of the necessary documents.

For this option, you will need the following documents.


Preparation phase:


- Passport copy

- Scanned copy of the proof of address (not older than 3 months)

- The date on which the new director will be appointed

The documents listed below should be sent to the Chamber of Commerce

- Originally signed and legalized with apostille form for the appointment of the new director, by the current and new director (we will provide you with the exact signing and legalization requirements)

- Legalized with apostille passport copy of the new director

- Legalized with apostille proof of address of the new director (cannot be older than 30 days)

- Copy of the signed board resolution

- Copy of the passport of the current director signing on behalf of the company

 

 

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