Technology and SaaS: board structure and who binds the company
The statutory director registered in the Dutch trade register is who binds a Technology and SaaS company, not a board observer or investor nominee. What is specific to this sector is speed: SAFE rounds, option pools and cloud contracts test signing authority within weeks. This note sets out who signs, what needs approval, and where authority is recorded.
Why this arises here
This is a question of corporate law and governance, and in the Netherlands it surfaces earlier and more often in Technology and SaaS than in most sectors. These companies raise several funding rounds in quick succession, frequently through SAFEs or convertible loans that only convert into shares later. Each conversion changes who holds shares and can prompt a board change.
Investors typically ask for either a board seat or an observer right; only the seat carries any authority to bind the company. Stock option pools, used across this sector to retain engineering staff, need a resolution enlarging the authorised capital or the board's mandate to issue shares. None of this is unique to the Netherlands, but the pace at which it recurs in Technology and SaaS makes the board structure question live in a way it rarely is in slower-moving sectors.
The mechanics in short
A Dutch BV has a management board, bestuur (management board); it may add a supervisory board, raad van commissarissen (supervisory board), though most SaaS companies at this stage stay one-tier. Each statutory director is entered in the trade register held by the Chamber of Commerce, and that entry states whether the director acts alone or must sign jointly with another. A counterparty checks this entry, not the cap table or the shareholders' agreement, to confirm who can bind the company.
Founders often delegate day-to-day signing, for customer SaaS agreements or vendor contracts, to a chief operating officer or head of sales through a power of attorney, volmacht (power of attorney). That delegation binds the company only within the scope written into the deed; anything outside it falls back on the registered director. An investor board observer, however senior, is not registered and cannot bind the company under any circumstance, whatever the board minutes record.
Where the articles of association set a value threshold above which the general meeting must approve a contract or a share issuance, that threshold sits outside the trade register and has to be checked in the deed of incorporation and its amendments. If a contract signed without proper authority is later disputed, the question is decided by a Dutch court, not by the shareholders' agreement.
The pattern specific to Technology and SaaS
Three patterns recur here that would not arise, in this form, in a manufacturing or retail business.
First, intellectual property does not transfer to the company automatically under Dutch law. Where a founder or a contractor wrote the code outside an employment contract, the copyright stays with the individual unless a written assignment exists. A board approving a funding round has to confirm that chain is complete for every contributor, including remote contractors engaged before the company existed.
Second, a stock option pool needs a resolution of the general meeting, not the board alone, because it authorises future dilution of every shareholder. Boards sometimes issue options informally, ahead of that resolution, which surfaces at the next round when a notary or incoming investor's counsel checks the record.
Third, and specific to this sector's pace: a SaaS company frequently signs a global cloud hosting or reseller agreement while a SAFE round is still converting into shares. If the statutes require general meeting approval above a contract-value threshold, or if a new co-founder's signing authority has not yet been updated in the trade register, the contract is signed by someone without recorded authority to do so. It is usually the counterparty's own diligence, not a Dutch procedural rule, that surfaces this.
What to check
Before you rely on a signature from a Technology or SaaS counterparty, or before your own board signs a material contract, check: the current trade register extract for the signing rule attached to each director; whether SAFE or convertible-note conversions were recorded through both a board resolution and, where required, a shareholders' resolution; the assignment chain for intellectual property from every founder, employee and contractor; and whether the articles impose a general meeting threshold for material contracts or share issuances. These steps mirror the general diligence approach used across sectors, such as the diligence checklist used for food and agri deals, adapted here to signing authority rather than supply-chain risk. Where the investor base includes non-Dutch entities, also check how beneficial ownership is disclosed under an equivalent foreign register.
Who binds the company, and for what
| Role | Registered where | Can bind the company for | Needs board or GM approval for |
|---|---|---|---|
| Statutory director, sole signing | Trade register | Ordinary contracts within the stated objects | Material asset sales, share issuances, above-threshold contracts under the articles |
| Statutory directors, joint signing | Trade register, signing rule stated | Contracts bearing both required signatures | Anything above the joint-signing threshold in the articles |
| Holder of a power of attorney | Not registered, recorded in the underlying deed | Acts within the delegated scope only | Anything outside the stated scope |
| Investor board observer | Not registered as a director | Nothing; no representation authority | Not applicable, an observer can never bind the company |
What this does not cover
- Employment terms or visa status of engineers and remote contractors.
- Tax treatment of stock options for employees or founders.
- Data protection compliance of the SaaS product itself.
- How a board's mandate changes at exit; the general pattern is set out for board authority at exit in another sector and is held separately here for Technology and SaaS.
- Director liability once the company is in financial distress, which sits in the register entry on a trustee's claim against a director.
Questions
Can an investor board observer sign a contract for a Dutch SaaS company?
No. Only a director entered in the trade register, or a valid delegate under a power of attorney, can bind the company. An observer seat carries no representation authority under Dutch law, whatever the board minutes state.
Does a stock option pool need shareholder approval in a Dutch BV?
Yes, in general. Because an option pool dilutes every shareholder once exercised, it is authorised through a resolution of the general meeting rather than the board alone, though the meeting can delegate day-to-day issuance to the board within a set limit.
Where do I check who can bind a Dutch SaaS company?
In the trade register extract for the company, held by the Chamber of Commerce, which lists each director and states whether they sign alone or jointly with another director.
About the author
Sanne de Wit, structures, holding and tax. Works on cross-border holding structures, cap table mechanics and board authority in venture-backed companies operating in the Netherlands.
For a fuller picture of board authority, signing rules and share capital history behind a specific entity, see a structure report, which sets out what is on the public record and nothing beyond it. For the broader practice this sits under, see corporate law and governance.
Last legal review: 2026-09-29