For those of you from Commonwealth countries, the title company secretary is a familiar one. In the Netherlands, however, there is no legal requirement for a Dutch company to appoint a company secretary.

So what is a Company Secretary and what is their role?

The company secretary is also known as a corporate secretary. They can be seen as a company’s internal housekeeper. They are responsible for ensuring that statutory and regulatory requirements are complied with.

A company secretary’s role differs depending on company size. The role of a company secretary of a small company is different to that of a listed company. However, there are general responsibilities that can be assumed:

• Support the board of director’s functions efficiently and effectively.
• Ensure that the company complies with its legal and statutory requirements.
• Although there is no legal requirement in the Netherlands to appoint a company secretary to assist the board of directors with fulfilling a company’s compliance issues, the responsibility of a director under Book 2 of the Dutch Civil Code and articles of incorporation (which is comparable to the Memorandum and Articles of Associations combined) still apply.

Some of the director’s responsibilities are listed as follows:

• Ensure company compliance with legal obligations;
• Update records held by the Kamer van Koophandel (or “KvK”), the Dutch chamber of commerce, such as a change of registered office, change of company activities, appointments and resignations of directors, and appointment of proxy holders;
• Record the decisions made by the company and safeguard the minutes of general and board meetings;
• Ensure dividends are paid in accordance with legal requirements;
• Prepare annual accounts, and submit them to the AGM for approval and filing at the KvK within the required timeframe;
• If a Dutch company has employees, other administrative duties apply such as ensuring that wage tax is paid to the tax authority by the set deadline;
• Ensure VAT returns are submitted to the tax authority within the required time frames;
• Maintain the company’s book and records for at least seven years.

Accounting Requirements are Prescribed by Law

• The first annual accounts must be filed not more than two calendar years after the formation of the company.
• Subsequent accounts must be filed within five months of the accounting year end. It is possible to request an extension with the shareholders’ approval.
• Corporation income tax returns must be filed within 6 months of the end of the accounting year. Again, it is possible to file for a deadline extension, by means of a written request submitted to the tax authority.
• A VAT return must be filed at the end of the month following each quarter end. For example, the first quarter (January to March) VAT return should be filed before the end of April. In some cases, you can apply to the tax authority to file a VAT return monthly.
• Non-compliance with the filing requirements within the timeframe can lead to fines or in extreme cases, being struck from the KvK.

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ABOUT THE AUTHOR

Luann Ip is a qualified chartered company secretary, she has been living and working in Europe (London, Luxembourg and Amsterdam) for more than 25 years.  She used to work for one of the big four accountancy firm in London, a FTSE company in Luxembourg and two of the top three worldwide trust companies.  She has extensive experience serving multinational companies and she is now settled down in Amsterdam.

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