# Professional services: board structure and who binds the company
In Dutch professional services firms, the party that binds the company is the registered statutory director of the operating B.V. or cooperative, not the individual partner. Partners typically hold their stake through a personal holding company, and client money sits in a separate foundation, a pattern that does not appear outside regulated professions.
Why this arises here
Professional services firms in the Netherlands, law firms, accountancy practices, tax advisers, notarial practices and consultancies, rarely operate as a single B.V. with individual employee shareholders. Each partner instead brings capital through a personal holding company, and those holdings jointly own a cooperative or a joint B.V., the operating entity that employs staff and contracts with clients. This layering separates a partner's personal liability and tax position from the firm's operations, and it lets a partner leave without unwinding the firm itself. Anyone reading a Dutch professional services contract is reading a matter of corporate law and governance, not a matter of individual employment, and the Trade Register (Handelsregister) reflects only the operating entity's statutory directors and their signing authority, not the underlying agreement between the holdings.
The mechanics in short
The statutory director (bestuurder) of the operating entity is the person the Trade Register lists as authorised to represent the company. Authority can be unlimited (zelfstandig bevoegd) or joint (gezamenlijk bevoegd, requiring a second signature), and a third party dealing with the company is entitled to rely on what the register shows, subject to the usual exception for a counterparty who knew or should have known that internal authority was absent.
Where the firm remains a partnership (maatschap) rather than incorporating an operating entity, each partner can bind the partnership and the other partners under partnership law, and the partners carry joint and several liability for partnership debts unless the partnership agreement and the register both restrict that scope.
A personal holding company is itself a separate legal entity with its own statutory director, usually the partner it represents, and its own Trade Register filing. The holding's authority over the operating entity is a shareholder right, not a signing right, and the two must not be confused when a counterparty checks who can actually commit the firm under Dutch law.
The pattern specific to professional services
One feature that does not arise in other sectors is the segregated client-funds foundation (stichting derdengelden). Regulated professions that receive money on behalf of a client but not for their own account, notably notarial practices, civil-law mandates and some tax and accountancy engagements, hold that money outside the operating entity's own balance sheet, in a foundation with its own board and its own bank account. The foundation's director is typically a partner or the firm's own director acting in that separate capacity, and the foundation's assets do not fall into the operating entity's insolvency estate if the firm fails. This differs sharply from how board structure is set up in real estate, where client money, if it exists at all, sits inside an ordinary escrow arrangement rather than a dedicated statutory vehicle.
A second feature specific to this sector is that a partner's departure changes who can bind the firm without changing the firm's contracts with clients. The operating entity's director register is amended, the leaving partner's personal holding exits as a shareholder, and the underlying client engagements continue under the same entity. A merger or an asset-sale process would not show this kind of continuity, because there the entity itself, not just its director list, changes.
What to check
Before you rely on a signature from a professional services firm, check three things. First, the Trade Register extract for the operating entity: who is listed as director, and whether that authority is sole or joint. Second, whether the firm is a partnership or an incorporated entity, because the liability position of the individual you are dealing with differs sharply between the two. Third, whether the mandate involves client funds and, if so, whether a segregated foundation exists and who its director is: a signature from the operating entity's director does not bind the foundation. Where the counterparty's own governance is in question rather than a Dutch one, a beneficial-owner structure report for Sweden follows a different register and a different logic, and the two should not be read across.
Structure at a glance
| Layer | Typical vehicle | Who is listed at the Trade Register | What it controls |
|---|---|---|---|
| Individual partner | Personal holding company (B.V.) | Partner as director and shareholder of the holding | Partner's own capital and tax position |
| Partner group | Cooperative or joint B.V. | Holdings as members or shareholders | Ownership of the operating entity |
| Operating entity | B.V. or cooperative | Statutory director(s), sole or joint authority | Contracts with clients and staff |
| Client funds, where applicable | Stichting derdengelden | Foundation's own director | Money held for clients, kept outside the operating entity's estate |
What this does not cover
- The tax treatment of a personal holding structure or of partner remuneration.
- The admission or licensing requirements of a specific regulated profession within professional services.
- Cross-border recognition of a Dutch operating entity's authority; that depends on the counterparty's own jurisdiction.
- Dispute procedures between partners over the partnership agreement itself, including any that would proceed before a Dutch court.
Questions
Who is legally authorised to sign on behalf of a professional services firm in the Netherlands?
The statutory director registered at the Trade Register, or, if the firm remains a partnership, each partner acting within the scope the partnership agreement and the register allow.
Does a partner's personal holding company have authority over the operating entity?
No. The holding's stake is a shareholder right; only the operating entity's own registered director can sign for the entity itself.
What happens to client funds if the operating entity becomes insolvent?
Where a segregated foundation holds those funds, they sit outside the operating entity's insolvency estate and are not available to its creditors.
Author
Sanne de Wit, structures, holding and tax. This author works on holding layouts, partner-holding arrangements and the tax consequences of how a Dutch entity is layered.
Where this connects
Director liability in professional services firms also arises in unrelated contexts, including a director's exposure for unpaid pension premiums, which follows its own timeline regardless of sector. Where the question is not board structure but transaction-stage exposure, diligence practice in the chemicals sector shows how differently a sector-specific pattern can read.
If you need the current director and shareholder layout of a specific Dutch professional services entity set out against the Trade Register, that is what a structure report is built to answer; ordering one is described on the corporate practice page.
Last legal review: 2026-09-29