Hospitality and leisure businesses in the Netherlands run boards through a licence-bound role that most other sectors do not carry: a leidinggevende (named licence holder) attached to each catering or alcohol permit, alongside the statutory director who binds the company under company law. A change to either can suspend the right to trade at that address until the municipality processes the change. This note is for operators, franchisors and buyers who need to know that before a board change is filed, not after trading stops.
Why this arises here
Hotels, restaurants, bars, catering operations and leisure venues operate under a permit regime that ties trading rights to a named individual, not only to the legal entity. That is a different problem from industrial manufacturing or professional services, where binding the company is purely a company-law question of the statutory director and the volmacht (power of attorney) recorded on the articles.
In hospitality, three layers interact and run on different clocks. The entity's representation authority sits with company law and the trade register. The catering permit names a leidinggevende who must meet the municipality's competence and integrity conditions. Where alcohol is served, that same individual is screened again under the alcohol licence regime. A change on the company-law layer, such as a new director or a shareholder passing a control threshold, can force a matching change on the licence layer, and the two do not update together.
The mechanics in short
Under Dutch law, a statutory director binds the BV or NV according to the articles: independently, jointly, or subject to internal restrictions that do not affect third parties dealing in good faith. Appointment and resignation are filed at the trade register held by the Chamber of Commerce, and representation authority updates on that filing.
The licence sits with the operating entity, which in many hospitality groups is separate from the entity holding the real estate or the franchise rights. The leidinggevende named on the licence does not have to be a statutory director. It can be a manager, reported to and screened by the municipality, often through a probity check under public-administration integrity legislation (commonly known as the Wet Bibob, the probity screening act for public administration decisions).
Removing that named individual without appointing and clearing a replacement leaves the outlet without a lawful licence holder present on site, even though the company itself remains validly represented in company law.
The pattern specific to hospitality and leisure
- Opco and propco are usually split. The trading entity holds the licence and the day-to-day contracts; a separate entity holds the real estate or the brand rights. "Who binds the company" then has two answers depending on which entity is asked.
- Franchise and management agreements common to branded hotels and F&B operations name who is authorised to sign for the operating entity. A director change that is not reflected in that signing-authority list is a private-law breach even where company-law representation is unaffected.
- Gaming and casino operations sit under a separate suitability review run by the gaming authority, alongside and independently of the municipal catering process and independently of company law.
- Compare this with board structure in industrial manufacturing, where a board change only touches company law and the trade register. Hospitality adds the licence layer as a parallel, slower-moving track.
What to check before a board change
Before appointing or removing a director in a hospitality group, verify which entity in the opco, propco or franchise structure actually holds the catering, alcohol or gaming licence. Check who is currently named as leidinggevende on that licence and whether that person is also the departing or incoming director.
Confirm whether the municipality or gaming authority requires prior notification, prior approval, or only an after-the-fact filing, since this varies by municipality. Check whether the franchise or management agreement's signing-authority list needs a matching update, since that sits in a private contract and no public register tracks it.
A director removed at the trade register but left in place on a licence keeps a residual standing that a Dutch court will still recognise until the licence record is corrected. Sequencing this correctly is a question for corporate law and governance advice before it becomes a licensing problem.
Actor and register touched by a board change
| Actor | Role | Register or authority | What a board change triggers |
|---|---|---|---|
| Statutory director | Binds the entity in company law | Trade register | Deed of appointment or resignation filed; representation authority updates on filing |
| Leidinggevende | Named on-site licence holder | Municipality, catering and alcohol licence records | New notification and, in most municipalities, a fresh probity screening |
| Licence-holding entity | Holds the catering or alcohol permit | Municipality | Permit stays with the entity; only the named individual usually changes |
| Gaming operator or controller | Holds the gaming licence conditions | Gaming authority | Separate suitability review, run independently of the municipal process |
| Franchise signatory | Authorised to sign under the franchise or management agreement | Private contract, no public register | Signing-authority list needs a matching update; no public filing follows |
What this does not cover
- The substantive conditions for obtaining or keeping a catering or alcohol licence, which are set municipality by municipality.
- Gaming licence suitability tests in detail; those sit with the gaming authority, separate from company law.
- Employment-law consequences of a management change.
- Whether a specific director change requires prior municipal approval in a named municipality: check locally before filing.
Questions
Does removing a director automatically remove that person from a hospitality licence?
No. Company-law records at the trade register and municipal licence records are separate registers, and a change on one does not update the other automatically.
Can the same person hold company-law authority and the licence role?
Yes. In smaller operators this is often one person, but the two roles are recorded separately and can be challenged separately by different authorities.
Does a franchise agreement change who legally binds the company?
No. A franchise or management agreement can restrict who is authorised to sign for a given purpose, but the underlying representation authority is set out in Dutch law by the articles and the trade register, not by the franchise contract.
Author
Charlotte Roos, tax and structuring. Works on how board and ownership structure interact with sector-specific licensing and registers.
Before you act
This falls within our corporate structuring work. For a comparable data-handling question outside hospitality, see data compliance patterns in retail and e-commerce, or, for director exposure in a different sector, director defences in food and agri. Where a board change follows an actual red flag rather than routine succession, see scenarios after a red flag. A structure report sets out who currently binds each entity in a hospitality group and what is recorded against each name, before a board change is filed.
Last legal review: 2026-09-25