# Logistics and transport: how governance actually works here
Governance in Dutch logistics and transport turns on who actually controls the entity holding the road haulage permit, not on the group chart filed at the Chamber of Commerce. A foreign parent steering daily operations while a Dutch operating company holds the permit and employs drivers can itself become a factual policymaker (feitelijk beleidsbepaler) once that company runs into difficulty. This is where the sector's licensing regime turns into a question of corporate governance, and it recurs in a way that does not arise in the same form elsewhere.
Why this arises here
Road haulage is a licensed activity in the Netherlands, not free enterprise. A carrier needs a permit under Dutch law on domestic and international road transport, tied to a named transport manager who must meet a personal reliability and competence test. That test attaches to the individual, and it is reassessed whenever the transport manager or the statutory director changes.
Fleet ownership rarely sits with the entity that runs the operation. Trucks, trailers and warehouse equipment are typically financed through operational lease and held in a separate asset company, apart from the entity that employs staff and holds the permit. The split follows financing terms, not governance design, so the counterparty a client deals with commercially is often not the entity that owns what it operates.
The mechanics in short
Three registers and one authority touch a Dutch logistics operation. The Chamber of Commerce (KVK) records the operating company and its directors. NIWO (Nationale en Internationale Wegvervoerorganisatie) issues and can withdraw the road haulage permit and screens the transport manager. The Inspectie Leefomgeving en Transport (ILT) supervises compliance on the road and reports infringements that feed into the reliability assessment. None of these bodies examines the holding structure directly; each looks at the operating entity and the named individuals inside it.
A change of director at the permit holder is therefore never purely internal. It can trigger a fresh reliability check, and an accumulation of infringements can put the permit at risk regardless of who owns the shares above it. A mismatch between who is named on the permit and who actually decides tends to surface exactly when supervision looks closely, which in this sector is not rare.
What is specific to logistics and transport
The situation that only arises here is regulatory pressure forcing a governance change that would not otherwise be chosen commercially. Where the appointed transport manager or director is found unreliable, following repeated infringements or an insolvency history, the permit is at risk independently of the group's financial health. A parent then faces a choice made for it: replace the individual or lose the licence to operate. That is a governance event driven by a regulator, not a shareholder resolution, and it has no direct equivalent in sectors without a personal reliability test tied to a named office holder.
The asset-holding split compounds this. When the permit holder is thinly capitalised and the fleet sits elsewhere, a stressed operating company gives a foreign parent every incentive to direct it closely while keeping formal governance distant, which is exactly the pattern that supports a factual policymaker finding if the company later fails.
What to check
Confirm who is registered as the transport manager at NIWO and whether that person is also a statutory director; a gap between the two is common and rarely reviewed once set up. Establish whether the fleet sits in the operating entity or a separate asset company, and if separate, whether that arrangement is documented on market terms. Trace whether instructions to management run through the formal governance line or informally from a foreign parent, and whether the group's own paperwork already describes that informal line.
| Actor | Register or authority | What it checks | What it does not check |
|---|---|---|---|
| Operating company | KVK | Registration, directors on file | Actual decision-making |
| Transport manager | NIWO | Personal reliability and competence | The group's holding structure |
| Permit holder | NIWO | Continued eligibility to hold the permit | Fleet ownership |
| Operations | ILT | Compliance with transport rules on the road | Internal governance lines |
What this does not cover
- This page does not cover maritime or inland shipping, which sits under a different registration and permit regime.
- It does not cover the tax or social security consequences of chain structures in transport, a distinct area of law.
- It does not set out how a Dutch court would assess a factual policymaker claim on specific facts; it identifies where the sector makes that finding more likely to arise.
- It does not cover employment law questions for drivers, including posting and cabotage rules.
Questions
Does the group's holding structure matter to NIWO or ILT?
Not directly. Both bodies assess the operating entity, its permit and the named transport manager, not the ownership chain above it. The holding structure becomes relevant only if a dispute later asks who actually controlled the operating company.
Can a permit be held by a different entity from the one that owns the fleet?
Yes, and this is standard in the sector. The permit attaches to the entity that operates and employs, while the vehicles are typically financed and held through a separate leasing or asset company.
What happens if the transport manager is found unreliable?
The permit is put at risk independently of the operating company's financial position. The group has a limited window to appoint a new transport manager who meets the reliability and competence test before the permit itself is affected.
About this material
Sanne de Wit advises on structures, holding arrangements and the tax questions that follow from them. This note sits inside her work on where formal governance and actual control diverge inside operating groups in the Netherlands.
If you are assessing whether a holding chain over a logistics operating company would hold up to a factual policymaker analysis, a structure report sets out the entities, the directors on file and the control lines as registered, so you can compare that against how the group actually operates.
For the equivalent question in shipping, see how governance works in maritime and offshore operations, which sits under a different permit regime. This note connects to our wider work on corporate law and governance, to how a factual policymaker is identified, and to the same questions raised before a sale, addressed in preparing a structure for exit. Timing raises a comparable but distinct question, covered for another sector in limitation periods for claims in retail and e-commerce.
Last legal review: 2026-09-28