# Logistics and transport: board structure and who binds the company
In logistics and transport, the board is bound by two authorities that do not always sit with the same person: general representation under the articles of association, and the transport permit registered to one named director or manager. Where the two diverge, day-to-day contracts can be signed by someone the regulator does not recognise as responsible for the fleet. This is a fault line specific to carriers and forwarders, not a general governance point.
Why this arises here
A trading or manufacturing company has one signing hierarchy and one register entry to check. A road haulage or freight-forwarding company has that hierarchy plus a transport permit that Dutch regulation ties to a named individual with actual management responsibility, not to the legal entity as such. The permit holder does not have to be the statutory director who signs the annual accounts, and often is not, once the company grows past a single-site operation. That gap is where corporate law and governance questions in this sector actually start: not whether someone can sign, but whether the person who signs is the person the sector's own rules expect.
The mechanics in short
Three roles typically carry authority in a logistics group, and they are frequently three different people. The statutory director signs for the entity as a matter of company law and is the name on the KVK extract. A procuration holder, a gevolmachtigde (authorised signatory), may be given a defined mandate to sign carriage documents, contracts of carriage and consignment notes without holding a board seat. The permit holder is the individual whose professional competence and good repute the transport licence is tied to, and that person must exercise real and continuous management over the transport activity, not hold the role on paper.
A further distinction runs through this sector alone: whether the company acts as carrier or as forwarder on a given shipment. A carrier who signs the consignment note takes on carrier liability under the applicable rules of carriage; a forwarder who arranges carriage through a subcontracted carrier does not carry the same exposure, provided the contract and the signature reflect that role accurately. Board structure and permit structure both have to point at the same set of facts, or the company is exposed on a basis its own paperwork denies.
The pattern specific to logistics and transport
Fleet-based operations are commonly split across several group entities: one entity may hold the vehicles or the lease contracts, another may hold the transport permit, and a third may employ the drivers or engage them through subcontracted carriers acting under your authority without being your employees. None of that is unusual in itself, but it means the person with signing authority for a given shipment can sit in a different entity from the one whose name appears on the permit, and from the one that owns the asset actually moving.
The situation that arises only here: the permit is personal to the named holder, not to the company. If that individual leaves the board, is replaced, or steps back from day-to-day management without a documented and timely handover, the permit can lapse even though the company itself is unchanged in law. A change that would be a routine board reshuffle in most sectors is an operational stoppage in this one. Nothing comparable attaches to a change of director in, for instance, a food and agri board facing a liability claim, where the exposure runs through product and supply obligations rather than a personal licence.
What to check
Before relying on a signature in this sector, confirm four things: who is registered as permit holder and whether that person still holds real management authority; whether the KVK extract's authorised signatories match the person who actually signs consignment notes and carriage contracts; whether subcontracted carriers hold and can evidence their own authority to sign on your behalf; and whether the entity signing as carrier is the entity the consignment note names. This is also the point at which it is worth checking authority formally before appointing a director into a role that will carry permit responsibility.
Who typically holds which authority
| Role | Authority basis | What it binds | Risk if mismatched |
|---|---|---|---|
| Statutory director | Articles of association, KVK register | The company as a matter of Dutch law | Signs validly but may not be the recognised permit holder |
| Procuration holder (gevolmachtigde) | Power of attorney, registered mandate | Carriage documents within the defined mandate | Mandate scope disputed if it exceeds what was registered |
| Permit holder | National transport regulation, personal to the individual | The right to operate under the licence | Permit can lapse on departure without a documented handover |
| Subcontracted carrier | Separate contract of carriage | Their own liability, not automatically yours | Unclear allocation of carrier liability if paperwork is silent |
What this does not cover
- This page does not cover the criteria for obtaining, renewing or transferring a transport permit.
- It does not set out carrier liability caps, amounts or periods; where a figure exists, check it against the current text of the applicable rules of carriage.
- It does not cover vessel or aircraft registration, which follows a separate pattern set out for maritime and offshore board structure.
- It does not cover jurisdictions outside the Netherlands, or what happens once a signing dispute reaches a Dutch court on the merits.
Questions
Does the transport permit holder have to be a statutory director?
No. Dutch transport regulation requires the permit holder to exercise real and continuous management over the transport activity, which is a functional test, not a requirement to hold a board seat as such.
What happens to the permit if the permit holder leaves the board?
The permit is tied to that individual, not to the company. Without a timely and documented replacement, the operation risks losing its basis to trade under the permit, independently of any change in the company's own governance.
Who is liable if a subcontracted carrier signs the consignment note?
Liability generally follows the party that signs as carrier on the document, but the forwarder can retain exposure where the contract or the conduct does not match the role the paperwork describes. This is checked case by case, not by a fixed rule of thumb.
Sanne de Wit — Structures, holding and tax. Sanne works on how board and signing authority is documented and where it diverges from operational reality in group structures, including sector-specific licensing patterns of the kind described here.
For a group where board structure, permit holder and signing authority need to be checked against each other before a transaction or an appointment, a structure report sets out who currently holds what authority and where the gaps sit. Questions on board structure inside the corporate practice are handled on a route-note basis. The related register term for exposure that follows a director personally rather than the company is set out under internal liability (interne aansprakelijkheid).
Last legal review: 2026-09-28