Removing a director or facing removal: review the decision and contract together

1. Start with the appointment and legal relationships

Find the original appointment resolution, current articles of association and extract from the Handelsregister. Who is formally the director: an individual or a management BV? Working as commercial director or branch director does not automatically make someone a statutory director. Document the appointment and everyday job separately before choosing a removal route.

Then establish which agreement governs the work. There may be an employment contract or a management agreement with another legal entity. Note the parties, duration, termination clauses, payments and any link to the directorship. A director who owns shares also has several roles; losing the management office does not automatically require transfer of the shares.

2. Check which corporate body may decide

Ondernemersplein’s official guidance stresses that appointment and removal must be examined in the organisation and articles of the legal entity. Shareholders normally play a central role in a BV, but do not infer authority from an ownership percentage alone. Special provisions and the board model may matter. A lawyer therefore needs to read the current text.

List voting rights, share classes and meeting rights. An economically controlling shareholder does not necessarily have every decision-making power they want. State whether a supervisory board exists. Do not announce a final outcome before establishing who must decide and which procedure applies; operational responsibilities do not replace corporate authority.

3. Prepare the notice, agenda and information carefully

Record when and how the meeting will be called, the specific proposal and the documents available in advance. Do not blindly reuse the previous annual meeting notice: a removal proposal must be prepared as such. Check applicable statutory and articles-based notice periods and record dispatch and receipt dates. An invitation created afterwards does not repair what happened earlier.

If removal is contemplated because of performance or disagreement, describe the facts specifically. Distinguish financial results, expectations discussed and alleged misconduct. Collect earlier discussions and responses, including those unfavourable to your position. The director must know what is proposed; last-minute new accusations may prevent a careful response.

4. Take the hearing and advisory vote seriously

In published case ECLI:NL:RBGEL:2025:5303, the court distinguishes hearing the director about personal interests from the director’s advisory vote in the company’s interests. These rights are not formalities replaced by saying that the votes are already decided. Have a lawyer assess how both rights can actually be exercised in your situation.

Document the invitation, opportunity offered and response given. If the director cannot attend, seek timely advice about the next step rather than automatically proceeding or assuming postponement. Conversely, a director should not simply stay away without advice: send the notice directly to your own adviser and record specific factual procedural objections.

5. Examine employment-law consequences separately

A statutory director may also be an employee. Rijksoverheid describes an exception for directors to the usual prior dismissal review, but that does not remove rules concerning grounds, notice and compensation. Have the relationship between the corporate decision and employment contract assessed, including possible exceptions. A management agreement requires its own contractual analysis.

The Gelderland judgment also illustrates that reasonable grounds for dismissal remain a separate issue. It does not calculate your compensation or guarantee success. Bring salary arrangements, bonus rules, a non-compete clause and pension information to the lawyer. In sickness or another protected situation, give the exact chronology; do not assume either automatic protection or automatic loss of it.

6. Coordinate implementation, challenges and deadlines

After a decision, the minutes, effective date and contractual settlement must be consistent. Consider who will represent the business afterwards, access to business systems and an orderly handover. Ondernemersplein says board changes must be reported to KVK within one week. Registration does not replace a valid decision or assessment of the employment contract.

Different proceedings and limitation or forfeiture periods may apply to a removed director. A protest letter does not automatically stop every procedural clock. Give your lawyer the decision date, receipt date, contractual end date and all documents received. Ask explicitly what each claim seeks: challenging the resolution, recovering contractual entitlements and negotiating a termination agreement are different engagements.

7. Fictional example: the shareholder wants an immediate decision

Suppose the majority shareholder of a software BV sends its director a short message on Friday saying they will be dismissed on Monday. The director was formally appointed and also has an employment contract and minority shareholding. No clear meeting, supported agenda or management handover arrangement has yet been prepared.

The first step is to collect the appointment, articles, notice and contract. Then distinguish the decision still required from the employment and shareholder rights that remain. This fictional example does not justify immediately continuing or blocking the business; it shows why a hurried message does not settle every legal relationship.

8. Checklist for urgent help with director removal

Put the meeting date at the top of your enquiry and send documents in their original order. Ask for an initial assessment of authority, procedure and contractual consequences. Then agree who will correspond and what practical handover can take place without surrendering rights.

• Appointment resolution, current articles, shareholder register and Handelsregister information.
• Notice, agenda, dispatch evidence and documents on the proposed grounds.
• Employment or management agreement with all annexes and amendments.
• Earlier appraisals, warnings, replies and any sickness chronology.
• Draft decision, compensation proposal and succession/handover information.

9. Separate the corporate resolution from the employment ground

A properly held meeting does not itself establish sufficient grounds to end the employment contract. Conversely, a file containing performance complaints does not cure defects in corporate decision-making. Create two file sections: powers, notice and resolution on one side; specific dismissal grounds, earlier feedback and contractual effects on the other. Challenging a resolution addresses a distinct follow-up question.

In ECLI:NL:RBGEL:2025:5303 the director accepted the end of the employment contract and sought fair compensation. The court found the alleged poor-performance ground insufficient, partly because timely feedback and an improvement opportunity were missing. The decision illustrates why that separate assessment matters; it does not mean every disagreement produces the same compensation or that accepting termination is sensible for every director.

10. Assess a temporary measure alongside the final step

If the issue is immediate access to bank accounts or an imminent transaction, identify that risk first. Examine separately who can take a temporary measure and what it requires. Suspending a director and dismissal differ in duration and effect. A temporary operational arrangement must not silently be treated as a final dismissal resolution already adopted.

Fictional preparation: a shareholder wants to close all access on Monday, while a dismissal meeting is planned for Thursday. Record continuing payments and customer obligations, who can legally act until Thursday and which documents remain needed to respond to the proposal. This is not a prescribed meeting notice period or advice to leave access open; it identifies continuity and authority questions to answer before implementation.

11. Make four separate closing arrangements

Address separately the end of the directorship, employment or management relationship, shareholding and financial settlement. For each, record the intended date, responsible party, required action and outstanding claims. An end date in minutes does not settle bonuses, expenses, guarantees or shares. A contract with a management bv also requires checking termination of the management agreement.

Check any obligation to offer shares and valuation provision before signing an exit settlement. The guide to shareholder agreements helps separate that contractual question from the dismissal resolution. State who receives correspondence after departure and which business documents you may lawfully retain. A final settlement should not suggest that discharge, dismissal and share transfer are the same legal act under Dutch law.