Retail and e-commerce: board structure and who binds

# Retail and e-commerce: board structure and who binds the company

A Dutch retail or e-commerce company usually has a single-tier board of one or more statutory directors, registered at the trade register (KVK) together with their signing authority, independent or joint. In this sector, most day-to-day contracts, supplier terms, marketplace onboarding, payment service provider agreements, are signed by staff who are not directors, so the real question is not who sits on the board, but who has, or appears to have, authority to sign the document in front of you.

Why this arises here

Retail and e-commerce generates a high volume of low-value, recurring contracts: supplier terms, logistics agreements, marketplace seller terms, payment service provider agreements, and webshop platform integrations. Reviewing each of these at director level is not realistic at the pace the business runs, so authority to sign is pushed down to operations or procurement staff, formally through a registered procuration or informally through a course of dealing. Sectors with fewer, larger, heavily negotiated contracts do not face the same volume problem, and the authority question arises less often there as a result.

The mechanics in short

The board structure itself is simple. A Dutch private limited company (BV) has one or more statutory directors (bestuurders), each registered at the KVK with a stated authority: independently competent (zelfstandig bevoegd) or only jointly with another director (gezamenlijk bevoegd). A company may also register a procuration holder (procuratiehouder), a non-director with a defined scope, for example signing supplier or logistics contracts up to a stated pattern of business, but not property transactions or borrowing.

A signature outside the registered scope does not automatically void the contract. Under Dutch law, a company can still be bound where the counterparty reasonably relied on an appearance of authority the company itself created: an email domain, a job title, a pattern of prior dealing. This is fact-specific and turns on conduct, not on the KVK extract alone.

The pattern specific to retail and e-commerce

The contract pattern typical of this sector is the platform stack: a webshop platform agreement, a payment service provider or acquiring agreement, one or more marketplace seller agreements, and standard consumer terms, layered over ordinary supplier and logistics contracts. These are onboarded through web portals rather than negotiated face to face, and the signatory is often identified by an email address and a role title rather than by a board resolution.

The register that touches this is the KVK trade register, which lists directors and any procuration, together with the UBO register held with it, which payment service providers and acquirers check before onboarding a merchant for anti-money-laundering purposes.

The situation specific to this sector, and rare elsewhere, is the multi-brand group: several webshops run from separate legal entities that share staff, a domain, and a head of e-commerce who signs platform and supplier contracts across all of them while being a registered director of only one. Whether that authority carries into the sister entities is decided on conduct, not on a shared brand name.

What to check

Before relying on a signature, check the KVK extract of the entity that is actually a party to the contract, not a sister entity or the group holding company. Confirm whether the signatory is a registered director, independently or jointly competent, or a registered procuration holder, and what scope that procuration states. Where the signatory appears on none of these, ask for the internal resolution or power of attorney that grants the authority, and check its date against the contract date.

Who typically signs what

Role	Registered at KVK	Typical scope	Example contract in this sector
Statutory director, independently competent	Yes, authority stated	Any contract within the company's objects	Warehouse lease, credit facility
Statutory director, jointly competent	Yes, authority stated	Contracts requiring a co-signature	High-value supplier or acquisition agreement
Procuration holder (procuratiehouder)	Yes, scope registered	Defined pattern of business, often value-capped	Recurring supplier or logistics contract
Operational staff (e-commerce, procurement), unregistered	No	None by registration; possible apparent authority only	Marketplace onboarding, PSP portal agreement

What this does not cover

Consumer protection rules on distance selling, returns, or online disclosure duties.
Licensing of payment services or the position of a payment service provider itself.
Data protection or cookie compliance for a webshop.
Marketplace operator liability toward end consumers.
Whether a specific signature bound a specific company: that is a fact-specific assessment, not a general rule.

Questions

Does a webshop manager's title give them authority to sign supplier contracts?

Not by itself. A title does not create authority; registered directorship or a registered procuration does. Apparent authority can still bind the company where the counterparty reasonably relied on conduct the company created, and a Dutch court weighs the full pattern of conduct, not the title alone.

Does the KVK extract show who can sign for a webshop entity within a larger group?

It shows the directors and any registered procuration for that specific legal entity only. It does not show authority a group may informally extend across sister entities that share branding or staff; that has to be checked separately, entity by entity.

Is a payment service provider agreement signed at operational level binding on the company?

It can be, either because the signatory held registered authority or because the company's conduct created a reasonable appearance of authority. Where neither applies, the company can dispute being bound, and the dispute is resolved on the facts, not on the document alone.

Author

Sanne de Wit advises on holding structures, board authority, and cross-border ownership chains for Dutch entities. Her responsibility zone covers structures, holding, and tax.

Retail and e-commerce: board structure and who binds the company