# Technology and SaaS: how governance actually works here
Governance in a Dutch technology or SaaS company is shaped by its capital structure, not by its sector label. A BV with several funding rounds carries preference shares, an option pool and investor-appointed board members; the articles and a shareholders' agreement together decide who actually controls what. The specific problem here is the gap between fast product decisions and each round's reserved-matters list. This page addresses corporate law and governance for a venture-funded technology company incorporated in the Netherlands.
Why this arises here
SaaS growth is financed through successive rounds: seed, Series A, Series B and onward. Each round brings new shareholders who negotiate board seats, protective provisions and vesting terms. Founders keep operational control while their voting weight shifts after every round. This produces a structural tension a stable, owner-operated business rarely faces: the people running the company and the people who can block a decision are not the same people, and the gap widens with each round.
The mechanics in short
Two documents carry the weight. The articles of association (statuten) set the formal powers of the general meeting and the management board and are filed with the trade register. A shareholders' agreement sits above them and privately allocates board seats, veto rights, drag-along and tag-along rights, and information rights the articles never mention. The cap table itself is not public: only the UBO register and the trade register's shareholder filing give any outside party a partial view of who holds what. Convertible instruments create near-shareholders whose voting position only crystallises on conversion, a recurring point of dispute about who actually held a vote under Dutch law at the relevant moment.
The pattern specific to Technology and SaaS
The asset governance protects here is software and the contracts around it, not stock or premises. Software written by a contractor or an early freelance developer does not automatically vest in the company: the default is that it stays with whoever wrote it unless there is a written assignment, so the chain has to be checked contributor by contributor, not assumed from the fact that the company sells the product.
The situation that arises only in this sector is a board deadlock between founder-directors and an investor-appointed non-executive over a follow-on round or an exit. The articles give the general meeting formal power, but the shareholders' agreement's reserved-matters clause can block the topic from reaching a vote at all. The same deadlock pattern, running through group ownership of physical assets rather than through a reserved-matters clause, is set out for a different sector's group decision-making.
What to check
Check whether a reserved matter under the shareholders' agreement has already been triggered by a recent board decision. Check that the IP assignment chain is complete for every contributor, including former contractors. Check that the option pool was authorised by the general meeting and that the authorisation reached the articles, not only a term sheet. Check that convertible instruments record the voting position before and after conversion. Where the group includes a foreign holding company, the equivalent check for that layer is set out in a group map for a UK-parented structure.
The two layers, side by side
| Layer | What it fixes | Where it sits |
|---|---|---|
| Articles of association | Formal powers of the general meeting and the management board | Filed with the trade register |
| Shareholders' agreement | Board seats, veto rights, drag-along, information rights | Held privately between shareholders |
| Cap table | Who holds what, including convertibles pending conversion | Maintained by the company, not filed |
| UBO register | Who ultimately controls the company above the statutory threshold | Held by the trade register, partially public |
Board decision-making rules within the management board, including how a collegiate board resolves disagreement between co-directors, sit separately in the register entry on collegiate management. Where a dispute concerns security over assets rather than votes, the perfection question is different, addressed for a sector where physical assets carry the security.
What this does not cover
- Employment and wage-tax treatment of option grants.
- Data protection governance duties of the board.
- Consolidation and reporting duties of a foreign parent above the Dutch entity.
- The procedure and grounds for an inquiry request to the Enterprise Chamber.
- Valuation of the company or of any funding round.
Questions
Does a Dutch BV need a supervisory board once it has taken venture investment?
No. A one-tier board with non-executive members, or reliance on the shareholders' agreement for oversight, remains the norm at most stages. A supervisory board is a choice written into the articles, not a consequence of raising money.
Who owns software written by a freelance developer before the company existed?
The developer does, unless there is a written assignment. Founders who built early code as contractors rather than as employees should confirm the assignment exists before treating the code as a company asset.
Can an investor's contractual veto override a resolution passed at the general meeting?
Not formally: the general meeting holds the power the articles give it. Breaching a reserved-matters clause exposes the breaching party to a contractual claim, and a pattern of such breaches is the kind of fact raised in an inquiry request before a Dutch court.
Sanne de Wit advises on structures, holding arrangements and tax. Her work here concerns how the governance layer of a venture-funded Dutch company holds together in practice, separately from the entity's tax position.
For a structural view of how a specific cap table and board composition sit together, see a structure report. Broader questions on corporate law and governance are addressed on the corporate practice hub.
Last legal review: 2026-09-29