# Real estate and development: board structure and who binds the company
In real estate and development, the board of the project company binds it unless the articles restrict signing authority or require shareholder or supervisory approval for a named transaction. Because each project usually sits in its own special purpose vehicle, the answer to who can sign turns on Dutch law and the entity's own articles, not on habit carried over from the last deal. This matters to lenders, joint venture partners and buyers who rely on the signature on a purchase deed, a hypotheek (mortgage) or a erfpacht (ground lease) contract.
Why this arises here
Development projects are typically ring-fenced in one besloten vennootschap (BV, private limited company) per project, to isolate risk, secure project financing and allow staged sale or refinancing. Each project company can carry a different board composition and different restrictions negotiated with a bank or a joint venture partner, so authority is not uniform across a developer's portfolio. Because land and buildings require a notariële akte (notarial deed) and registration at Kadaster, the Dutch land registry, the sector is forced to fix the representation question in writing at every transaction, in the Netherlands specifically, rather than relying on a general assumption carried over from a prior deal.
The mechanics in short
Under the applicable Dutch rules, the management board represents the company and can bind it towards third parties, subject to any restriction recorded in the articles of association or the trade register extract, such as joint signing by two directors or a requirement for shareholder or supervisory board approval above a defined transaction size. For real estate work the notary executing the deed checks the trade register extract on the day of signing, not the day the facility was agreed, because directors change and authority can be withdrawn between term sheet and completion. Day-to-day signing, such as accepting a tenancy or a small works contract, is frequently delegated through a procuratie (power of attorney) to a project manager who is not a board member, and that delegation is registered separately from board authority.
The pattern specific to real estate and development
A typical development joint venture splits a developer holding limited capital and construction expertise from an investor holding the bulk of the equity, with the project company's board seats allocated so that a sale, a refinancing or spending above an agreed threshold needs both sides' director to sign, or needs a shareholder resolution. A stichting (foundation) is sometimes interposed to hold pledged shares as security for the lender, and that foundation's own board must separately be shown to be authorised before any enforcement step against the shares is valid.
The situation that arises only in this sector: because project debt is typically drawn in tranches and refinanced as the project moves from construction to lease-up to permanent debt, the notary reconciles the trade register extract against the signing block of the deed at every draw and every refinancing, not once at closing. A erfpacht contract with a municipality as landlord commonly carries a change of control notice or consent clause, which gives the municipality a separate lever if a later transfer's signature is challenged as unauthorised.
What to check
Before signing anything that touches title, security or a lease of substance, obtain a current trade register extract dated at or after the signing date, not the closing date agreed weeks earlier. Compare the extract against the signing block of the draft deed and against any joint signing or approval clause in the articles, the shareholders' agreement or the facility agreement. If a stichting board holds pledged shares, confirm its own authority separately: the foundation is a distinct legal person with its own representation question. Where authority turns out to have been exceeded, the counterparty's remedy typically runs through a Dutch court, not through the register itself.
Structure element and what it touches
| Structure element | Typical actor | What requires board or higher approval | Register or authority touched |
|---|---|---|---|
| Project SPV | Director(s) nominated by joint venture parties | Sale or mortgage of the underlying property | Kadaster and the KVK trade register |
| Ground lease | Municipality as landlord | Change of control notice or consent | Municipal land registry |
| Security trust | Stichting board | Enforcement of a pledge over shares | KVK trade register |
| Facility agreement | Bank and borrower director | Draw-down above an agreed threshold | Contractual only, no public register |
What this does not cover
- Planning and zoning permission, which runs on a separate administrative track.
- Construction law and contractor liability.
- Environmental permitting and soil or nitrogen assessments.
- Tax structuring of the special purpose vehicle.
- What happens once authority is actually contested before a Dutch court: that is a dispute question, not a structure question.
Questions
Does a development joint venture need a foundation to hold security?
No. A stichting is one common way to hold pledged shares for a lender, but it is a choice made in the facility documents, not a requirement under the applicable Dutch rules.
Can one director sign a mortgage deed alone?
Only if the articles and the trade register extract show sole signing authority for that director at the time of execution. Many project companies restrict this to joint signing instead.
Does the same board structure apply to every project in a portfolio?
No. Each project company can carry its own board composition and its own restrictions, which is why authority has to be checked project by project, not portfolio-wide.
Who wrote this
Sanne de Wit works on structures, holding arrangements and tax within corporate law and governance at Nolthenius & Partners. This note sits inside that practice's coverage of sector patterns in the Netherlands.
Board structure questions in real estate and development sit inside the wider corporate law and governance practice, and the same signing-authority question looks different again elsewhere: compare it against board structure in retail and e-commerce or against the ownership questions raised during diligence in energy and renewables. Where the counterparty sits outside the Netherlands, the same question is answered differently in a directors and officers report for Switzerland. Where the person signing has already been removed from office, see the timeline for director disqualification proceedings. For an overview of this practice's coverage, see the corporate practice page, and a structure report sets out the current board and shareholding of a named Dutch entity.
Last legal review: 2026-09-29