How are Dutch companies represented in legal transactions?

Dutch term: Vertegenwoordiging rechtspersonen | Legal basis: Article 2:130/2:240 BW

Under Dutch law, a B.V. is represented by its management board (bestuur) jointly or by individual directors if the articles of association so provide. The rules are set out in article 2:240 of the Dutch Civil Code for the B.V. and article 2:130 for the N.V. The articles of association can grant sole representation authority to individual directors or require joint representation.

Third parties can rely on the authority of a director who is registered as such in the Dutch Trade Register (Handelsregister) at the Chamber of Commerce. Even if a director exceeds internal limitations on their authority, the company is bound towards third parties who were not aware of the limitation. Conflicts of interest (tegenstrijdig belang) require specific governance under article 2:239(6) BW.

Why it matters for international businesses

For international counterparties entering into contracts with a Dutch B.V., verifying the signatory's authority through the Chamber of Commerce extract is standard practice.