Statutair bestuur
Statutory Board
The statutory board is the body of a company appointed pursuant to the articles of association and charged with the management and day-to-day operations of the legal entity.
The statutory board consists of the directors appointed pursuant to the articles of association of a BV or NV. These directors constitute the formal governing body vested with authority to represent the company and are responsible for determining and implementing its policy.
The appointment, duties and powers of the statutory board are governed by Book 2 of the Dutch Civil Code and the company’s articles of association. This distinguishes them from non-statutory directors, who do not hold formal board authority and cannot bind third parties in the same manner.
In practice, the statutory board is relevant to issues of liability, registration in the commercial register and decision-making in transactions or disputes. Proper appointment and dismissal procedures prevent uncertainty as to who may validly represent the company.
“The shareholders have relieved the statutory board from the approval requirement for entering into loans above a certain amount.”
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