Board structure and governance advice
You are looking at board structure and governance advice for a Dutch entity: how the board is composed, how authority is divided among its members, and how a governance gap or a governance dispute gets closed. It serves directors, shareholders, general counsel and advisers working within corporate law and governance who need a working structure, not a lecture on doctrine. The first step is a scoping conversation, not a memo.
The situations that bring people to it
Four situations recur. A board is deadlocked: two directors, one vote each, no tie-breaking mechanism in the statuten (articles of association), and the business cannot make a decision that needs to be made this quarter. A shareholder or an incoming investor wants a clearer division of authority between the board and a raad van commissarissen (supervisory board) before signing, because the current structure leaves too much discretion with one person. A director has resigned, been removed, or become unreachable, and the board needs to reconstitute itself without breaching quorum or filing rules along the way. A foreign parent wants its Dutch subsidiary's board to match group policy on delegation and sign-off, while staying inside what Dutch law actually permits for a board seated in the Netherlands. Each of these is a structural question before it is a dispute. You can read it under the corporate law and governance practice if you want the wider frame first.
The route, step by step
The table below sets out who does what. Steps 1 to 3 happen whether or not the matter later becomes contested; steps 4 to 6 apply once a change is agreed.
| Step | What happens | Who acts |
|---|---|---|
| 1. Scoping call | You describe the deadlock, the gap or the change you want; we identify which structural options apply | You and N&P |
| 2. Document review | We review the statuten, the aandeelhoudersregister (shareholder register) and recent board resolutions | N&P |
| 3. Options set out | We set out the structural options available under the applicable Dutch rules, with the trade-offs of each | N&P |
| 4. Resolution or amendment drafted | A board resolution, a shareholder resolution or a statuten amendment is drafted for the board to adopt | N&P, board |
| 5. Execution and, where required, notarial deed | Amendments to the statuten that require a notarial deed are executed with a Dutch civil-law notary | Board, notary |
| 6. Filing and register update | The change is filed with the Kamer van Koophandel (Chamber of Commerce) and the trade register is updated | N&P, KVK |
Where the deadlock cannot be resolved by agreement, the route can move to a request to the Ondernemingskamer (Enterprise Chamber) for an inquiry or interim measures. That is a separate, formal step with its own timeline, and it is not started without a specific decision from you to do so.
What the timeline actually looks like, in weeks
The scoping call and initial document review happen within the first week. Setting out the structural options and drafting the resolution or amendment typically takes one to two further weeks, depending on how many parties need to sign. Execution, where a notarial deed is required, adds to that depending on notary availability. Filing at the Chamber of Commerce is processed on the register's own timetable, not on ours. Where the matter escalates to an Enterprise Chamber request, that runs on the court's calendar and is materially slower than a resolution route.
What we need from you before we can start
- The current statuten, in the version last filed
- The aandeelhoudersregister, current as of the request
- The most recent board and shareholder resolutions on governance matters
- An organisational chart naming who currently sits on the board and, where relevant, the supervisory board
- A short written account, in your own words, of the deadlock or the change you want
Without the statuten and the shareholder register, no structural option can be assessed with confidence, and we say so rather than guess.
What drives the cost, in court fees and official charges
Three categories of cost sit outside our own charges and are worth naming separately. Official charges apply when a statuten amendment is filed at the Chamber of Commerce, and again where a notarial deed is required, since a Dutch civil-law notary charges independently for the deed itself. Court fees apply only where the matter is taken to the Ondernemingskamer; these are set by the court and are not something either party negotiates. Beyond those, the number of board members and shareholders who need to sign, whether documents require translation, and whether the parent structure sits in more than one jurisdiction all change how many steps the route has, which changes how long it runs. None of these figures is published on this page; where a number matters to your case, we quote it from the applicable Dutch rules once we have the statuten in front of us.
The decisions that stay with you
- Whether the board adopts a one-tier structure or moves to a two-tier structure with a supervisory board
- Who is proposed to sit on the board or the supervisory board
- Whether to pursue an Enterprise Chamber request rather than a negotiated resolution
- How much discretion is delegated to individual directors versus reserved to the full board
- Whether to accept a compromise that resolves the deadlock without resolving its cause
We set out the options and their consequences under Dutch law. We do not decide for you which risk you are prepared to carry.
What can go wrong and what we do about it
A resolution drafted without checking the statuten first can be void from the moment it is signed, because the statuten may require a majority, a notice period or a quorum the resolution did not meet; we check this before drafting, not after. A director who refuses to cooperate can stall a filing indefinitely; where that happens, the route moves toward the Enterprise Chamber rather than repeating a resolution that will not pass. A notarial deed executed on the wrong version of the statuten has to be redone, at the cost of the delay; we confirm the filed version before instructing the notary. Where representation before a Dutch court becomes necessary, that is conducted with Dutch-qualified counsel of record, not by us directly.
What this does not cover
- Court representation itself: matters that reach a Dutch court are conducted with Dutch-qualified counsel of record, not by this service
- Director disqualification proceedings, which run on a separate track — see disqualification defence
- General filing and register upkeep unrelated to board composition — see corporate housekeeping
- A stand-alone structure report without advice attached, which is a data product, not this service
- Debt or contract disputes that do not turn on how the board is structured
Questions
Do you appear in court as our lawyer?
No. The title advocaat is not used here. Where a matter reaches a Dutch court, it is conducted with Dutch-qualified counsel of record, and we coordinate the file around that representation.
What happens if the board deadlocks and no resolution is possible?
The route moves toward a request to the Enterprise Chamber for an inquiry or interim measures. That is a formal step you decide to take; it is not the default outcome of a stalled resolution.
Can a foreign parent restructure a Dutch subsidiary's board without a Dutch resident director?
Under the applicable Dutch rules this depends on the entity's statuten and its filed structure. We assess this against the current statuten, not against a general answer that fits every entity.
How is this different from a structure report?
This service is advice on your governance question. A structure report is a document showing what the register holds; it does not tell you what to do with it.
What if a director is already facing disqualification proceedings?
That runs on a separate track with its own procedure — see disqualification defence. Board restructuring can proceed alongside it but does not resolve it.
Where to start
Book a 30-minute scoping call. Bring the current statuten and the shareholder register; you will leave with the structural options that apply to your case and what each requires from the board. If your question is really about what the trade register shows rather than what to do about it, start with the structure report instead — same register, no advice attached. For the wider frame, the corporate law and governance practice page sets out how this sits alongside disputes work such as debt recovery litigation.
Sanne de Wit — Structures, holding and tax. Handles board and statuten review on this route.
Last legal review: 2026-09-29