Direct answer
In media and advertising groups, the bestuur (management board) registered in the Dutch trade register decides who may bind the company, but day-to-day contracting for media buying, production and content licensing is usually delegated through signing mandates and project-level proxies. The complication specific to this sector is whether the contracting entity itself is acting as principal or as agent, which changes who is bound and who carries the payment risk on a media order.
Why this arises here
Media and advertising groups rarely trade through one contracting entity. Agencies build a matrix of operating companies around client verticals to preserve conflict walls between competing accounts, and production houses incorporate a separate entity per campaign or production to ring-fence the rights and the budget. Each of these entities has its own board and its own entry in the trade register, so the board structure follows the client-account map rather than the legal-entity map, and authority to bind the company is fragmented at entity level rather than held centrally by the group. This is different from a single-entity trading company, where one board resolution settles the question for the whole business, and where the analysis sits squarely within corporate law and governance.
The mechanics in short
A Dutch BV or NV is bound by its bestuur, whose members may hold joint (gezamenlijke bevoegdheid, joint authority) or sole (zelfstandige bevoegdheid, sole authority) signing power. Under Dutch law, that authority, and any restriction on it, is entered in the trade register (Handelsregister) held by the Dutch Chamber of Commerce (KVK). A third party dealing with the company in good faith may generally rely on what the register shows, even where an internal restriction exists but was never made public. Below board level, day-to-day signing is usually carried out under a written power of attorney (volmacht, proxy), scoped to a transaction, a client account or a production budget rather than to the company as a whole. Where a group runs several entities, each proxy is entity-specific: a signatory authorised for one operating company has no authority for another unless separately granted.
The pattern specific to media and advertising
Three patterns are typical here and would be the wrong analysis for most other trading businesses.
First, the client-vertical structure. An agency group commonly operates one company per client relationship, or per set of competing clients, precisely so that a conflict on one account does not touch another. The board of that operating company, not the holding board, is the one whose authority governs its client's contracts.
Second, the principal-or-agent question in media buying. An agency placing a media order either contracts as principal, taking the credit risk on the media owner's invoice itself, or as disclosed agent for the underlying advertiser, in which case the advertiser's own signing authority has to reach the transaction. Which status applies is set by the media buying agreement, not assumed from the agency's general terms, and it decides whose board resolution or proxy actually needs to cover the order. The same question of who binds the company recurs, differently, in payments and fintech board structures, where the constraint comes from licensing rather than client conflicts.
Third, the production SPV. Content and production companies frequently incorporate a single-purpose BV for one production, holding the production budget and the rights package separately from the parent. The directors of that SPV, often a single person, are the ones whose signature binds the production agreement, the financing and the assignment of the underlying rights, not the board of the group that set it up.
What to check
Identify which entity is actually named as a party to the contract: the group holding, the client-facing operating company or the production SPV. Confirm whether the individual signing holds board authority entered at the trade register or only an internal proxy, and whether that proxy covers this transaction by scope and by value. Where an agency is involved, get the principal-or-agent status confirmed in writing rather than inferred from past dealing. Where a signatory's exposure becomes personal once a payment fails, the pattern is closer to director defences in logistics and transport than to anything specific to media. None of this substitutes for reviewing the underlying rights and licensing terms, which sit outside board authority as such.
Board authority by entity type in a typical media group
| Entity type | Typical board setup | What it binds | Where authority is recorded |
|---|---|---|---|
| Group holding | One board across the group | Equity, group financing, policy | Trade register (KVK) |
| Client-facing operating company | Separate board per client vertical | Client contracts, media buying mandates | Trade register (KVK) and the client agreement |
| Production or rights SPV | Project-specific board, often one director | Production budget, rights assignment | Trade register (KVK) and the production agreement |
| Agency acting as disclosed agent | Authority derived from the client's own mandate | The media order, subject to the client's ratification | The media buying agreement, not the register alone |
What this does not cover
- This note is confined to authority to bind the company under Dutch corporate law and governance; it does not cover the content or the enforceability of the underlying media, production or licensing contract.
- It does not cover disputes over authority that have already reached a Dutch court, where the outcome turns on the specific facts pleaded.
- It does not cover foreign registration or filing duties that may attach to rights licensed outside the Netherlands.
- It does not address VAT, withholding or other tax treatment of media spend or rights payments.
- Sector-specific self-regulatory codes on advertising content are outside the scope of this note.
Questions
Does a written proxy always show up in the trade register?
No. A power of attorney granted below board level is usually an internal document and is not filed with the Chamber of Commerce. Only the board's own composition and its signing authority are entered in the register.
Can the holding company override an operating company's board on a client contract?
Not directly. Each entity is bound by its own board or its own validly authorised signatory. The holding can replace directors or instruct through its shareholder position, but it cannot sign a contract on the operating company's behalf without its own authority to do so.
What happens if the agency turns out to have contracted as principal without saying so?
The media owner can generally still hold the agency to the order, and the underlying advertiser's own signing authority becomes irrelevant to that claim. Whether the advertiser is separately liable depends on the wording of the mandate between agency and advertiser, not on the media order itself.
Related reading and next step
For a comparable board authority question outside the Netherlands, see how a beneficial-owner check for a Singapore entity is run. Where the concern shifts from authority to personal liability once things go wrong, the relevant material is enforcing an outcome against a director for tax liability.
A structure report sets out the board, the registered signatories and the entity chart for a Dutch group; it does not interpret the media, production or licensing contracts sitting on top of that structure.
This material sits under the corporate practice.
About this material
Written by Sanne de Wit, whose responsibility zone is structures, holding and tax. This note covers board authority in groups with multiple contracting entities, not the drafting of the underlying commercial contracts.
Last legal review: 2026-09-28