Corporate governance in the Netherlands: rules for BVs and NVs

Corporate governance obligations for Dutch companies come from three sources: Book 2 of the Dutch Civil Code (BW), the Dutch Corporate Governance Code for listed companies, and sector regulation for financial institutions and other regulated businesses. Most compliance errors arise when these layers are confused, for example when a private company assumes that the Code applies to it, or a listed company treats the Code as optional.

For a private company the practical core is modest but often neglected: decisions taken by the right body, a procedure for conflicts of interest, proper records and annual accounts filed on time. Missing the filing deadline has serious consequences, because in a bankruptcy it leads to a presumption of improper management.

Which rules apply to your company?

Every Dutch BV and NV is subject to the mandatory rules of Book 2 BW. The Dutch Corporate Governance Code applies only to listed companies, and sector rules apply only if you operate in a regulated sector.

Book 2 BW sets out who does what within the company: the management board (bestuur) runs the company, a supervisory board (raad van commissarissen) supervises it if there is one, and the general meeting (algemene vergadering) of shareholders takes the decisions reserved for it by law or by the articles of association. These rules apply to the private limited company (besloten vennootschap, BV) and the public limited company (naamloze vennootschap, NV) alike, with differences in detail. The statutory text is available on wetten.overheid.nl.

The Dutch Corporate Governance Code contains principles and best-practice provisions for listed companies. Listed companies must report in their management report whether they comply with it and explain any deviation. The current text is published by the Monitoring Committee Corporate Governance Code on mccg.nl.

Banks, insurers, investment firms and some other businesses face additional governance rules, for example on the suitability and integrity of directors, supervised by De Nederlandsche Bank (DNB) and the Dutch Authority for the Financial Markets (AFM). If your business is regulated, those rules come on top of company law.

Do you need a two-tier board?

Not in principle. A BV or NV can operate with a management board only, with a management board and a supervisory board (two-tier), or with a single board of executive and non-executive directors (one-tier, Article 2:129a and Article 2:239a BW).

A supervisory board becomes mandatory under the structure regime (structuurregime) for large companies. That regime applies when a company meets three criteria for a continuous period: its issued capital and reserves exceed a threshold set by decree, it or a dependent company has a works council, and it employs at least 100 people in the Netherlands. The supervisory board of a structure company has additional powers, such as appointing the directors in a full structure regime. A one-tier board with non-executive directors can take the place of the supervisory board.

Smaller companies rarely need a supervisory board. Investors sometimes ask for one or for an advisory board; an advisory board without a basis in the articles has no statutory powers under Book 2 BW.

What duties do directors have?

Directors must perform their duties properly and in the interest of the company and its business (Article 2:9 and Article 2:129 or 2:239 BW). That interest includes the interests of shareholders, employees and other stakeholders.

The management board is collectively responsible, even if the directors have divided tasks among themselves. Under Article 2:9(2) BW, a director escapes liability for improper management only if the matter was not their responsibility under the division of tasks, they cannot be blamed for it and they were not negligent in taking measures to prevent the consequences. In practice this means that a director cannot simply say that finance was a colleague’s area.

A director is personally liable to the company only if a serious reproach (ernstig verwijt) can be made against them. That is a high threshold. Acting against the articles, ignoring clear warnings or taking unacceptable risks can meet it. Directors can be liable to third parties as well, for example if they cause the company to enter into obligations while they knew or should have known that it could not meet them.

Each year the general meeting can grant the directors discharge (decharge) for their management. Discharge is not automatic and it has limits. Under Dutch case law it only covers what the shareholders could know from the annual accounts or from information otherwise provided to them. It does not protect a director against claims by a bankruptcy trustee on behalf of creditors.

Directors must also keep proper records of the company’s financial position, so that its rights and obligations can be determined at any time (Article 2:10 BW). Those records must be kept for seven years. In a bankruptcy, poor records lead to the same presumption of improper management as late filing of the annual accounts.

How do you handle a conflict of interest?

A director with a direct or indirect personal interest that conflicts with the interest of the company may not take part in the deliberations and decision-making on that matter (Article 2:129(6) and Article 2:239(6) BW). If no resolution can be adopted as a result, the supervisory board decides, or the general meeting if there is no supervisory board, unless the articles provide otherwise.

A conflict exists where a director cannot be expected to serve the company’s interest with the integrity and objectivity required, for example when the company contracts with another company owned by that director. Record in the minutes that a director did not participate and why. A resolution adopted in breach of the conflict rule can be annulled, and a director who ignores the rule is more exposed to liability.

An example to illustrate: a BV has two directors, one of whom also owns the company that is to rent a building to the BV. That director should declare the conflict, leave the discussion and not vote. The other director decides alone, and the minutes record why the rent is at market level. If the articles give the decision to the supervisory board or the general meeting in that situation, that body decides instead.

In a company with a sole director who is also the sole shareholder, the general meeting takes the decision. It is still advisable to record it in writing, because a bankruptcy trustee will look closely at such transactions later.

Which decisions belong to the shareholders?

The general meeting has all powers that the law or the articles do not assign to the management board or other bodies. These include adopting the annual accounts, amending the articles, appointing and dismissing directors and, in a BV, deciding on distributions.

Shareholders have the right to attend and speak at the general meeting and, depending on their shares, to vote. Since the Flex BV Act of 2012, the articles of a BV can create shares without voting rights or without profit rights. The articles can also require the management board to follow instructions from the general meeting, as long as those instructions do not conflict with the interest of the company.

A distribution to shareholders in a BV is subject to two tests. The equity must exceed the reserves that must be maintained, and the management board must approve the distribution, which it may only do if the company can continue to pay its due debts afterwards (Article 2:216 BW). Directors who approve a distribution while they knew or should have foreseen that the company could not continue to pay its debts are jointly and severally liable for the shortfall.

When must you prepare and file the annual accounts?

The management board must prepare the annual accounts within five months after the end of the financial year, a period that the general meeting can extend by up to five months (Article 2:210 BW for the BV). The accounts must be filed with the Chamber of Commerce (KvK) within eight days after adoption and in any event within twelve months after the end of the financial year (Article 2:394 BW).

Small companies may file abridged accounts, but they still have to file. The consequences of filing late are significant. If the company goes bankrupt within three years after the late filing, the management board is deemed to have performed its duties improperly, and this is presumed to be an important cause of the bankruptcy (Article 2:248(2) BW). Directors then face personal liability for the deficit, unless they can rebut the presumption, which is difficult.

Also keep the register of shareholders up to date (Article 2:194 BW for the BV) and register the ultimate beneficial owners (UBOs) with the Chamber of Commerce.

What extra rules apply to listed companies?

Listed companies must apply the Corporate Governance Code on a comply-or-explain basis and meet further statutory requirements on board composition, remuneration and disclosure. The AFM supervises their financial reporting and disclosure obligations.

Comply or explain means that a deviation from the Code is allowed if the company explains it properly in its management report. It does not mean that the Code is optional: a company that neither complies nor explains breaches its statutory reporting duty. Shareholders can raise the matter at the general meeting.

The Monitoring Committee published an updated version, the Corporate Governance Code 2025, on 20 March 2025. It applies to financial years starting on or after 1 January 2025. A notable addition is that the management board must give a statement on the effectiveness of the company’s internal risk management and control systems. The Code 2025 was designated by decree of 23 January 2026 (Staatsblad 2026, 15) under Article 2:391a BW, so the reporting duty rests on it by law.

Since 1 January 2022 the supervisory board of a listed NV must consist of at least one third men and at least one third women, and an appointment that does not contribute to this balance is void (Article 2:142b BW). Large NVs and BVs must also set appropriate targets for the gender balance in their management and supervisory boards and report on them. Listed companies must further submit a remuneration policy to the general meeting for adoption and publish an annual remuneration report.

Which other rules affect governance?

Employee participation, whistleblower protection, investment screening and sustainability reporting each add obligations. Which ones apply depends on your size and sector.

A company that normally employs at least 50 people must set up a works council (ondernemingsraad) under the Works Councils Act (Wet op de ondernemingsraden). The works council has the right to advise on important decisions, such as a change of control or a major reorganisation, and the right to consent to certain employment regulations. Ignoring those rights can lead to a decision being blocked by the Enterprise Chamber (Ondernemingskamer).

Employers with at least 50 employees must have an internal procedure for reporting suspected wrongdoing under the Whistleblowers Protection Act (Wet bescherming klokkenluiders). Investments in companies that are active in vital processes or sensitive technology may need to be notified under the Investment Screening Act (Wet Vifo).

Large companies are also subject to EU sustainability reporting rules. The EU revised the scope and timing of these rules in 2025 and 2026, so check which requirements apply to your company for which financial year before you build a reporting process.

What happens when governance goes wrong?

Shareholders or the works council can ask the Enterprise Chamber of the Amsterdam Court of Appeal to order an inquiry into the policy and affairs of the company. The Enterprise Chamber can also take immediate measures, such as suspending directors or appointing a temporary supervisory director.

An inquiry procedure (enquêteprocedure) under Articles 2:344 and following BW is a powerful tool in shareholder disputes. The threshold for shareholders depends on the size of the company and its capital. If the inquiry shows mismanagement, the court can impose definitive measures, including dismissing directors or annulling resolutions. Separately, a resolution that was not adopted in accordance with the law or the articles can be void or voidable (Articles 2:14 and 2:15 BW). Careful decision-making therefore protects the company as well as the directors.

What should you check as a director?

Most director liability starts with an overlooked formality. Check these points at least once a year.

• Are resolutions taken by the body the articles designate, and recorded in writing?
• Do you have a procedure for conflicts of interest under Article 2:129(6) or 2:239(6) BW, and is non-participation minuted?
• Are the annual accounts prepared within five months and filed with the KvK within twelve months after the financial year?
• Does every distribution in a BV pass the distribution test of Article 2:216 BW, documented at the time of approval?
• Has the company reached the threshold of 50 employees for a works council and a whistleblowing procedure, or the criteria of the structure regime?

What should you check as a shareholder?

Shareholders exercise influence through the general meeting and the articles. Check these points before you invest or vote.

• Which decisions do the articles reserve for the general meeting, and can it give the board instructions?
• Do your shares carry voting and profit rights, or did the articles create other classes under the Flex BV rules?
• Is your name correctly entered in the register of shareholders?
• Does granting discharge cover more than the annual accounts and the information you actually received?
• Do you hold enough shares to request an inquiry from the Enterprise Chamber under Article 2:346 BW?

What can we do for you with corporate governance?

We advise directors, supervisory directors and shareholders of Dutch companies on governance, decision-making and liability; our corporate lawyer page and our article on registering a company in the Netherlands give more background.

• We review your articles of association and shareholders’ agreement and propose amendments.
• We draft board and shareholder resolutions, including resolutions on conflicts of interest and distributions.
• We set up a conflict-of-interest procedure and board regulations that fit your company.
• We assess director liability risks after a missed filing deadline or a disputed distribution.
• We prepare and conduct inquiry proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal.

Summary

• Book 2 BW applies to every BV and NV; the Corporate Governance Code applies to listed companies on a comply-or-explain basis.
• A supervisory board is only mandatory under the structure regime; a one-tier board is also possible.
• A director with a conflicting personal interest may not take part in the decision-making.
• File the annual accounts within twelve months after the financial year; late filing leads to a presumption of improper management in bankruptcy.
• Distributions in a BV require board approval based on a solvency test, with personal liability for directors who get it wrong.

Frequently asked questions