Intercompany Solutions Guides Corporate Director Structure for Dutch BVs

A Dutch BV separates shareholder ownership from director management. Non-resident founders can hold both roles without a local Dutch director. Rather than providing a nominee director service, Intercompany Solutions uses representatives acting under a limited Power of Attorney for defined formation actions. A director manages the company while shareholders own its shares, and the same person can hold both positions.

Understanding the distinction between different director structures helps foreign founders choose the right setup. The firm works with your chosen civil-law notary to incorporate your BV and register it with KVK. Valid ID is required for every director, shareholder and ultimate beneficial owner, along with a completed company formation form, to ensure the formation process is complete and compliant.

The Corporate Director Structure Explained

Intercompany Solutions uses representatives who act under a limited Power of Attorney for specific formation tasks. This approach means you remain in control while the firm coordinates with the notary and handles defined aspects of the incorporation process. Non-resident founders can be appointed as the actual director in the deed and at KVK, eliminating the need for a costly local director.

A Dutch BV has one or more directors who run the company and shareholders who own its shares. These roles are legally distinct but may be combined. The director manages day-to-day business decisions and signs documents on behalf of the company. When you are both shareholder and director, you have full control of ownership and management without involving third parties.

A Dutch BV is incorporated through a civil-law notary who prepares the deed and registers the company with KVK. Intercompany Solutions coordinates this process on your behalf, ensuring all required information is gathered and the formation moves forward smoothly. For details on remote signing procedures, review that guide.

Director Roles: Corporate vs Individual Nominee

A corporate director is a legal entity appointed to the management role. An individual nominee director is a person appointed to that role. Intercompany Solutions works with founders who want to serve as director themselves, using representatives with limited Power of Attorney authority for formation actions.

If you are a foreign company considering a Dutch BV, you have clear options. You can appoint an individual non-resident director (yourself or another person), or you can explore corporate structures where applicable. The firm guides you through the choices and coordinates the incorporation with your notary.

The Power of Attorney is not a directorship. A representative acting under a limited Power of Attorney can handle specific tasks such as gathering documents and coordinating with the notary, but they do not become the BV's director. That role remains yours if you choose to take it.

What Formation Requires and What You Get

The formation process requires three core elements. First, valid ID for every director, shareholder and ultimate beneficial owner. Second, a completed company formation form with your business details. Third, coordination with the civil-law notary who prepares the deed and handles the official registration with KVK.

Intercompany Solutions is a private legal and accounting firm. All official filings with the Chamber of Commerce are carried out by licensed Dutch notary partner firms. This arrangement ensures your BV is properly registered while the firm provides the coordination that makes the process efficient for remote founders.

By requiring identification for every director, shareholder and beneficial owner, the formation process ensures compliance with Know Your Customer (KYC) requirements and clarity of ownership from the start. This transparency protects both you and the company.

Non-Resident Founders as Director and Shareholder

Intercompany Solutions' FAQ confirms that non-resident founders can be both owner and director of a Dutch BV without appointing a local Dutch director. This is a practical advantage for foreign entrepreneurs who want to retain full control of their Dutch business. You do not need to hire a local director or pay ongoing fees for a nominee service.

Your residence outside the Netherlands does not prevent you from managing your BV. The director role gives you the authority to make business decisions, sign contracts and represent the company. As shareholder, you own the profits. When you combine these roles, you have full control without middlemen.

The incorporation process itself does not depend on your location. The firm works with the notary to arrange identity verification and document signing, often digitally. Once your BV is registered with KVK, you can manage it from anywhere.

Director Structures Side by Side

Director Type	How It Works	Your Control
Individual director (you)	You are appointed as director in the deed and at KVK.	You manage the company and make all decisions.
Nominee director (third party)	A professional acts as director on your behalf.	You have limited control; the nominee makes decisions.
Limited Power of Attorney representative	The representative acts only for defined formation tasks.	You remain in full control; representative assists with process.

When comparing options, ask whether each provider offers a nominee director, limited Power of Attorney representation or formation assistance as a main service. The firm positions itself as a formation coordinator rather than as a nominee director provider.

From Formation to Operating the Company

Once your BV is incorporated and registered with KVK, your role as director begins. The firm assists with formation, but ongoing management and decisions are yours as the appointed director. Your director authority is absolute once the incorporation is complete.

Your BV's ownership is documented in the shares register, and your directorship is recorded at KVK. Both are part of the official incorporation process handled by the civil-law notary. To understand beneficial owner rules, see the UBO guide. Separate questions about immigration, tax residency and signing authority may require additional advice, but they do not affect your ability to be both director and shareholder.

Getting Started with Formation Coordination

Intercompany Solutions streamlines the incorporation process for non-resident founders. The firm's representatives work with your chosen civil-law notary to prepare the deed, manage identification requirements and complete the registration with KVK. Your role as director is established in that deed and remains yours throughout the company's life. For information on notary costs, check that guide.

To start, gather a valid ID for yourself as director and shareholder, plus a completed company formation form. If there are other shareholders or beneficial owners, prepare their identification as well. The firm will guide you through each step and coordinate with the notary to move forward efficiently. Non-resident founders can own and direct a Dutch BV through Intercompany Solutions' process, keeping full control of your Dutch business without requiring a local director.