Somewhere in your research on running a Dutch BV, you probably ran into the term "raad van commissarissen," a supervisory board, and wondered whether your growing company needs one. For nearly every founder-led BV, including ones that are genuinely scaling fast, the answer is no: a supervisory board for a Dutch BV only becomes mandatory at a company size most small and medium businesses never reach. Here's exactly where that threshold sits, and why some founders set up a board anyway even when the law doesn't require it.
When is a supervisory board required for a Dutch BV?
| Condition | Threshold |
|---|---|
| Issued capital plus reserves | At least €16 million |
| Works council (ondernemingsraad) | Legally established |
| Employees working in the Netherlands | At least 100 |
| All three met, for how long | 3 consecutive years, then the "structuurregime" applies |
Only once a BV (or NV, cooperative, or mutual insurance association) meets all three of these conditions for three years running does the Dutch "structuurregime" kick in, and only then is a statutory supervisory board mandatory, with real legal powers like approving major board decisions and appointing directors. For a BV running with a handful of employees and revenue in the low hundreds of thousands of euros, that threshold is nowhere close.
Why founders get confused about this
The term "supervisory board" gets used loosely in advisory conversations and on LinkedIn, often as a stand-in for an informal advisory circle of experienced entrepreneurs around the founder. That's a different thing entirely from the statutory supervisory board tied to the structuurregime: different powers, and none of the same legal reporting obligations. Mix the two up and it starts to look like far more BVs need one than actually do.
Can you set one up voluntarily?
Yes. Nothing stops a founder from writing a supervisory board into the company's articles of association well below the statutory threshold. Reasons this comes up in practice:
- Getting ready for an investment round. Investors sometimes read an independent oversight body as a sign of mature governance, even before it's required.
- A sounding board for fast growth. Experienced supervisors bring knowledge and a network the board doesn't have on its own, without the full formality of the structuurregime.
- Family businesses navigating succession. A supervisory board can add continuity and objectivity around a handover, independent of any legal requirement.
A voluntary board doesn't have to carry the same statutory powers as a mandatory one: the articles of association set the role, anywhere from purely advisory to formal approval rights over specific decisions.
What a voluntary board looks like in practice
Say your BV turns over €800,000, employs eight people, and is thinking about raising outside capital within two years. None of those numbers come close to the structuurregime, but you decide to appoint two experienced entrepreneurs as supervisors anyway, written into the articles with an advisory role and quarterly meetings. That means a notarial amendment to the articles of association and time spent in those meetings, but none of the heavier obligations that come with the mandatory regime, such as works council approval over board changes.
Frequently asked questions
Does every BV with staff need a supervisory board? No. Only BVs that meet all three structuurregime conditions, including at least 100 employees in the Netherlands, are legally required to have one.
Do employees outside the Netherlands count toward the 100-employee threshold? No, the requirement specifically counts employees working in the Netherlands.
Can a small BV remove a supervisory board later if it turns out not to be useful? For a voluntary board, yes, through a notarial amendment to the articles of association. A mandatory board under the structuurregime stays in place for as long as the statutory conditions keep being met.
Is a supervisory board the same as an advisory board? Not automatically. An advisory board usually has no statutory powers and functions purely in an advisory capacity, while a supervisory board, mandatory or voluntary, can be given formal powers once it's written into the articles of association.
Setting up a Dutch BV as an expat founder?
Governance questions like this one are exactly the kind of thing worth working through before your BV is even incorporated, not after the fact when the structure is already set. At Sophy &Co. we help expat founders think through whether a supervisory or advisory board makes sense for their situation, and connect them with our network of trusted partners, banks, lawyers, and notaries, plus other expats who've built a BV structure in the Netherlands before.
Our team is woman-led, diverse, and proudly LGBTQIA-friendly, with bookkeepers who between them speak English, Dutch, Italian, Chinese, Spanish, Papiamento, German, and some French and Polish. Book a call and explain your plans in whichever language feels easiest, no Dutch required.
Want to know more?
Curious what changes for your annual accounts once you move from a sole proprietorship to a BV? Read annual accounts: sole proprietorship vs BV in the Netherlands. Working out what salary you're required to pay yourself as a director-shareholder? Check DGA customary salary 2026. Check our services and pricing, or get in touch for a no-obligation conversation about your BV's structure.
For the full legal conditions of the structuurregime, see the SER's explainer and the statutory text in Book 2 of the Dutch Civil Code via wetten.overheid.nl.