The director of a BV at the helm an entrepreneur

You are an entrepreneur. You want to create, develop and grow. Alone or together. As a (co-)owner of the company, you fulfill the role of shareholder and you strive for profit. As an employer, you care about people who are committed to the company. But above all you are a director: the course setter who makes policy and implements plans.

From a legal point of view, what is actually expected of a director? What interests do you have to promote and what powers do you have to do so? In my series of blogs, the director of the private company (BV) will be central. In this first blog I lay the foundation for this.

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Appointment and dismissal of a director

How do you actually become a driver? For this you are either named as a director in the deed of incorporation of the BV, or you are appointed by the general meeting of shareholders or the supervisory board. In principle, the body that you appoint is also the body that can suspend and/or dismiss you.

The director and the interests of the company

As a director you are authorized to represent the company. The powers you have are determined by law, the purpose description, the articles of association and possibly the internal division of tasks. In addition, it shows the extent to which you can act autonomously or have to follow instructions from others, such as shareholders or supervisors. Within these limits you serve one interest and that is the interest of the BV

What is the importance of the BV now? This differs per situation. Promoting the lasting success of the company is often mention as a guideline . In any case, the interest of the BV also includes external interests, such as those of creditors on which the BV depends.

You must also avoid acting with a direct or indirect conflict of interest and therefore constantly asking yourself whether you are able to represent the interests of the company with the required integrity and objectivity, or whether you are putting your own interest first in a certain action . Whether there is a conflict of interest in a concrete situation also always depends on the circumstances of the case.

Other duties and responsibilities of the driver

As a director, you have more tasks and responsibilities than just representing the company in closing interesting deals or winning that one great assignment.

Proper job performance

More generally , you are require to properly perform your duty . You are responsible for the task assign to you and in any case for the general course of affair, such as the strategic and financial policy. In doing so, you must behave in a reasonable and fair manner toward the other persons and bodies involve in the company.

Accounting obligation

In addition, the board has an accounting obligation and a retention obligation. In short, you must keep record and keep the associate data in such a way that the right and obligation of the BV can be know at all time.

Deposit obligation

The BV is also oblige to publish the annual account, whereby the annual account must comply with legal requirements. Because the board represents the BV, the so-called filing obligation actually rests on the board. And therefore on you as a driver.

UBO registration

From the spring of 2020, BVs, among others, will be oblige to register shareholder with a certain share percentage and persons with actual control in the so-call UBO register. UBO stands for Ultimate Beneficial Owner : the ultimate beneficial owner. Because you represent the BV as a director, this obligation rests on you.

Miscellaneous

The responsibilities of the board also include, for example, the payment of taxes and the payment of pension contributions. But also preventing muddling through and entering into agreements of which you knew or should have understood that the company would not be able to meet its obligations under those agreements. The timely application for the bankruptcy of the company also fits into this list of responsibilities, whereby a too late or too early application can result in personal liability on the part of the board. In the following blogs I will pay attention to the (statutory) management tasks, personal (internal and external) liability of directors and I will give tips to prevent directors’ liability.

Questions?

You can contact us for questions and/or strategic consultation. Feel free to contact us: we help prevent problems and think along with practical solutions.

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