Board member of a Dutch stichting, rules and duties

  • KVK Editors
  • The basis
  • Edited 1 May 2026
  • 3 min
  • Rules and laws

You have been asked to join the board of a Dutch stichting (foundation), or you plan on starting one yourself. You will have to deal with rules for stichtingen and rules for its board members. To minimise the risk of personal liability, make clear arrangements and lay them down in writing. Read up on the important rules for board members.

The board

A stichting always has a board but it does not have members. Sometimes there is a supervisory board: a 'Raad van Toezicht' or a  'Raad van Commissarissen', a supervisory board, but it is not mandatory.

Representation and liability

In the Netherlands, you set up a foundation at a notary's office. You lay down the articles of association in the deed of incorporation. Articles of association describe the internal rules and agreements of the foundation. The notary usually also arranges the registration of the stichting in the KVK Business Register.

Avoid problems and make clear agreements about financial matters and the way you make decisions.

Liability

A stichting is a legal entity. This means that the stichting itself has rights and obligations. For example, the stichting is liable in case of debts. Sometimes a board member of the stichting is liable. For example, if there is mismanagement, or if the stichting is not yet registered in the Business Register.

Mismanagement

The board implements the policies of the stichting. If board members fail to do that, or do not do it properly, an argument or problem can arise. Think of administration that is not correct. Or if the board makes agreements on behalf of the stichting that the stichting cannot comply with. These are examples of mismanagement. The stichting can then hold the board or board member liable.

Articles of association

As a board, make clear arrangements about financial matters and the way decisions are made. Put this in writing in the stichting's articles of association. This will minimise the risk of liability.

The stichting can also take out liability insurances for board members. You are then insured for the risk of personal liability after a mistake. You thus protect your private assets. Except for in cases of mismanagement.

Representation

The board may enter into contracts on behalf of the foundation. The main rule: a contract is valid only if all board members sign it. Do you want the signature of only some of the board members to be sufficient? Then put this in the stichting's articles of association.

Records and annual statement

The board must keep records and financial summaries. The board makes an annual board report, a balance sheet, and a ‘statement of income and expenditure’ (‘staat van baten en lasten’ in Dutch). This must be done within 6 months of the end of the financial year. The financial year is the period covered by a financial report.

These statements list the stichting’s income and expenses for the past year. If the stichting has only a board, the board prepares and approves the annual documents. If there is a supervisory board in addition to the board, the articles of association may state that the supervisory board must approve the annual statements. The board is obliged to keep the statements for 7 years.

In a stichting without a supervisory board, the board members can 'discharge' each other if they have approved the annual documents together. Do you receive discharge from the board? Then the board is saying that you have done your job well. As a result, the stichting can no longer hold you personally liable as a board member for the work you did for the stichting in the past year. Is there a supervisory board? Then this board gives discharge.

Registration, deregistration, and new board members

If you have been appointed board member of a stichting in the Netherlands, you must register in the Business Register at KVK. The articles of association determine for how long a board member remains in office, the legislative term. After this term, the board must either reappoint the director, or elect a new one in their place. The arrangements for this are stated in the articles of association.

There are other reasons why a person can stop being a director:

  • resignation: the director does not want to remain in office;
  • dismissal: if a director does not function adequately, the other board members or the supervisory board can dismiss them; 
  • death.

Changing board members

Report changes in the board to the Business Register as soon as possible. Report:

  • new board members / stopping board members
  • changes of address
  • changes in the details of a UBO

Is the new board member also the treasurer? Then also let the bank know.

Are there questions?

If you have questions about stichtingen, contact the KVK Advice Team at 088 585 22 22.

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