# Maritime and offshore: board structure and who binds the company
Maritime and offshore groups in the Netherlands typically hold each vessel in a separate BV, so the board that can bind "the owner" is rarely the group's holding company. On top of that, Dutch maritime law gives a ship's master a separate, statutory authority to act for the owner in matters of the ship's safety and operation, independent of any board mandate. Anyone contracting with, financing or arresting a vessel needs to know which of these two layers of authority governs the transaction in front of them.
Why this arises here
Shipowning groups use one-ship companies to keep each vessel's liabilities separate from the rest of the fleet, because Dutch corporate law and governance allows limitation of liability to be assessed per vessel rather than per group. The result is a structure where the group's parent signs almost nothing directly: charter parties, mortgages and crewing contracts are entered into by the BV that owns the specific ship, sometimes together with a separate technical manager and a separate commercial manager acting under management agreements.
This layering is specific to shipping. A manufacturing group or a services business rarely splits ownership, technical management and commercial management into three distinct legal entities for a single asset, each with its own board and its own scope of authority. In maritime and offshore structures, that split is the default, not the exception.
The mechanics in short
The owning BV's articles of association fix whether its directors act jointly or may each sign alone, and that rule is filed with the trade register, where any counterparty can request an extract before relying on a signature. Mortgaging the vessel or transferring title requires a board resolution of the owning BV, and the mortgage or transfer is then registered against the ship in the Dutch ship register kept by the Kadaster, which is public.
Separately from board representation, the master of a Dutch-flagged vessel holds a statutory authority to bind the owner in matters necessary for the safety of the ship, the crew and the cargo, including emergency measures taken while at sea or in port. That authority exists whether or not the board has issued a mandate for the specific act, but it is limited to the ship's operation: it does not extend to selling the vessel, to raising finance against it, or to the owning company's general commercial contracts.
Where a vessel is under a bareboat charter, the charterer becomes the disponent owner for operational purposes. The charterer's own management then takes over day-to-day binding of crewing and carriage contracts, while registered title and the mortgage position stay with the owning BV. A counterparty dealing with the vessel during the charter period is often dealing with the charterer's authority, not the registered owner's board.
The pattern specific to maritime and offshore
Three sources of authority can apply to the same vessel at the same time, and a dispute or a financing decision usually turns on identifying which one governs the act in question: the owning BV's board acting under its articles, the master acting under statutory authority, and, where a bareboat or time charter is in place, the charterer's operational management acting under the charter party. This layering is not seen in other sectors, where a single board typically covers the relevant asset.
The registers and bodies that touch this differ from a standard commercial structure as well. The Dutch ship register at the Kadaster records ownership, mortgages and other encumbrances against the vessel itself, separately from the trade register entry for the owning BV. A classification society issues the vessel's technical certification, and the Inspectie Leefomgeving en Transport oversees compliance, but neither of these registers or bodies confirms who may sign for the owning company: that question is answered only by the trade register extract and, for operational acts, by the charter party or the master's statutory position.
A situation that arises only in this sector is a counterparty needing to prove, in the course of a cargo dispute, a collision claim or a bunker payment default, which of the three sources of authority actually bound the owner at the time the relevant act took place. Getting that wrong means pursuing the wrong entity, or discovering that the party who signed had no authority to bind the registered owner at all.
Table
| Actor | Source of authority | What it can bind | Where recorded |
|---|---|---|---|
| Board of the owning BV | Articles of association, filed representation rule | Ordinary contracts, sale of the vessel, mortgage | Trade register |
| Master (kapitein) | Statutory, under Dutch maritime law | Acts necessary for safety of ship, crew, cargo; emergency measures | Not separately registered |
| Bareboat charterer as disponent owner | Charter party | Day-to-day operation, crewing, carriage contracts | Charter party, not public |
| Technical or commercial manager | Management agreement | Acts within the mandated scope of management | Management agreement, not public |
What to check
Confirm which BV in the group actually owns the vessel involved in the transaction or dispute in question, since the group's holding company will usually not have signed anything directly. Obtain the trade register extract for that BV to see whether its directors act jointly or may each sign alone. Check the Dutch ship register for existing mortgages, arrests or other encumbrances before financing, chartering or acquiring the vessel. Where the act in question was taken by the master rather than the board, establish whether it falls within the statutory scope of safety and operation or outside it, since that is what decides whether the owner is bound.
What this does not cover
- Flag state requirements for vessels registered outside the Netherlands.
- Limitation of liability amounts and collision liability rules as such.
- Crewing, seafarer employment and social security questions.
- Environmental and emissions compliance obligations.
- The position under a specific charter party's own terms, which can vary the default allocation of authority described here.
If the dispute is already anticipated rather than hypothetical, the scenario for ordering a structure report before litigation sets out what changes once proceedings are in view. The same board-structure question presents differently by sector: compare how it plays out in media and advertising businesses, where no equivalent to the master's statutory authority exists. Director liability questions specific to another regulated sector are addressed separately for life sciences board defences, and a related question on statutory personal liability, arising outside shipping but relevant where crew pension schemes are involved, is covered under pension premium liability appeal and review.
Questions
Can a ship's master bind the owner without a board resolution?
Within the statutory scope of the ship's safety, crew and cargo, yes: the master's authority exists independently of any board mandate. Outside that scope, for example a sale or a mortgage of the vessel, only the owning BV's board can bind the company.
Where is ownership of a Dutch-flagged vessel recorded?
Title, mortgages and other encumbrances against a Dutch-flagged ship are recorded in the Dutch ship register kept by the Kadaster, which is separate from the trade register entry for the owning company.
Does a one-ship company structure change who can sign contracts for the vessel?
Yes. The group's parent typically has no authority over the specific vessel; the board of the BV that owns that ship is the relevant signatory, and its representation rule should be checked in the trade register before relying on a signature.
Sanne de Wit advises on group structuring, including sector-specific holding patterns such as one-ship companies and the allocation of authority across owning, technical and commercial entities.
Where a board structure needs to be verified before a transaction or a dispute proceeds, a structure report sets out the entities in a group, their filed representation rules and their registered links to specific assets. For a wider view of how this practice handles maritime and offshore matters, see the corporate structuring practice.
Last legal review: 2026-09-28