# One-tier board — what it means and where it is recorded
A one-tier board is a governance structure, used in the Netherlands, in which executive and non-executive directors sit on one board rather than in two separate bodies. The choice is fixed in the articles of association and appears on the Trade Register extract, open to any person who orders one.
This is a matter of corporate governance structuring, decided once when the articles are drawn up and revisited only when the board's composition changes.
The Dutch term and its English translation
The Dutch term is monistisch bestuursmodel (monistic management model), often shortened in practice to eenlagig bestuur (one-tier board). It is contrasted with the dualistisch bestuursmodel (two-tier model), in which a separate raad van commissarissen (supervisory board) sits apart from the management board. Under a one-tier board, the supervisory function is carried by the non-executive directors on the same board, not by a separate body.
Where it is recorded and who may see it
Under the applicable Dutch rules, the articles of association state which model the company has adopted. Where it is one-tier, the articles, or a board resolution made under them, fix which directors act in an executive capacity and which act in a non-executive capacity. That allocation, and the identity of each director, is entered in the Trade Register (Handelsregister) held by the Chamber of Commerce. The register does not record the internal division of tasks beyond that label.
| Item | Where it is fixed | Who can see it |
|---|---|---|
| Choice of one-tier or two-tier structure | Articles of association | Held by the notary and the company; the choice shows only through its consequences on the extract |
| Director's designation, executive or non-executive | Board resolution made under the articles | Trade Register extract, public to any person who orders one |
| Internal task allocation among executive directors | Board rules (bestuursreglement), if adopted | Not public; held by the company |
If a dispute over the board's authority reaches the point of needing an urgent order, the route is an application for immediate measures ordered by the Enterprise Chamber, a Dutch court that hears company law disputes and can freeze the position pending a ruling.
Why it matters commercially
A counterparty reading the register extract sees the designation, not the scope of authority a director actually holds. If the articles do not clearly adopt the one-tier structure, or a designation is missing from a later filing, a third party may assume a director carries authority, or an oversight duty, that does not match the true position. This gap surfaces during a transaction, on a purchase price adjustment dispute, or when a board decision is later challenged.
A worked illustration
Take a private limited company with three board members. Its articles adopt a one-tier structure: two members are designated executive, one non-executive. The Trade Register extract lists all three under "bestuur" with the designation next to each name. A buyer conducting diligence ahead of signing reads the extract and, without further enquiry, treats the non-executive member as carrying the oversight role a two-tier company would place with a separate supervisory board. The facts here are invented; the registration mechanics are not.
Adjacent terms
The one-tier board sits next to the two-tier board and the non-executive director as the terms most often confused in practice. Groups operating under Dutch law frequently mix models across entities, particularly where a foreign parent contributes standard-form articles to a Dutch subsidiary: see how board composition is handled in a life sciences group with layered boards. Where the comparison runs to a different jurisdiction, the underlying register mechanics differ again, as with beneficial ownership disclosure in Poland.
What this does not cover
- The liability regime for non-executive directors under the one-tier model.
- How to convert an existing two-tier company into a one-tier structure.
- Sector-specific rules that restrict who may sit on a one-tier board.
- Works council or co-determination rights that interact with board composition.
Author
Sanne de Wit, responsible for structures, holding and tax at Nolthenius & Partners, works on how Dutch board and holding structures are documented and where that documentation is checked ahead of a transaction.
Reading the register entry on its own tells you what the term means and where it sits; it does not tell you whether a given board's actual authority matches what the extract shows. A structure report checks the articles, the board resolutions and the register entry against each other for a named company, under corporate law and governance.
Questions
Is a one-tier board the same as having no supervisory board at all?
No. A one-tier board still carries a supervisory function, performed by the non-executive directors on the same board, rather than by a separate raad van commissarissen (supervisory board).
Can the Trade Register extract be wrong about who is executive or non-executive?
The extract reflects what has been filed. If a filing is out of date or incomplete, the extract will not show the current position, which is why the underlying board resolution and articles are checked directly rather than relied on from the extract alone.
Last legal review: 2026-09-24