A management agreement may arrange services by an individual or management BV, but differs from statutory appointment as director. These relationships may be closely connected on termination. A brief announcement that cooperation ends therefore does not itself answer who has authority, when the contract ends and what remuneration remains payable. A business lawyer can coordinate decision-making and financial settlement. This guide concerns Dutch commercial relationships; any employment contract or actual employment relationship requires its own assessment alongside the label the parties gave their contract.
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1. Record contracting parties and roles
Collect the signed management agreement, schedules, amendments and appointment decision. Who supplies services and who is the client? A holding may be contracting party and statutory director while its director performs the work. Record these relationships separately using legal names. A letter to the individual is not necessarily the same act as termination addressed to their management BV.
Also investigate whether the departing person is shareholder, employee or lender. Those roles may have separate consequences, such as a share-offering arrangement or outstanding loan. Ending services does not automatically settle every other interest. Give the lawyer the complete picture even if you want to discuss only one invoice or termination letter. Correct classification depends on substance and circumstances, not solely the management-agreement label.
2. Check authority to terminate
Read who within the client may decide and sign the declaration. For a statutory director, corporate dismissal powers and the contractual relationship may intertwine. A majority shareholder is not authorised merely by their holding to terminate every agreement for the BV. Examine the articles, governance model and previous arrangements. Keep the adopted decision and ensuing declaration as separate documents.
Case law addresses the connection between removal as director and the management agreement according to the specific case. Courts sometimes need to interpret statements and conduct. Do not assume every contractual termination automatically also removes the person from office. Conversely, assess a dismissal decision's contractual consequences too. An error at one level may keep a dispute alive at the other.
3. Choose notice, termination for breach or mutual agreement
Check whether the contract is fixed-term or indefinite and what termination provisions apply. Termination by notice differs from termination for breach. The latter requires assessment of, among other things, legal grounds, seriousness and any preliminary steps. Do not simultaneously announce immediate termination for breach and termination by notice at a later date without explaining their relationship. An unclear letter may create a second dispute about the end date.
Mutual termination may allow date, handover and money to be agreed in one workable settlement. This requires clarity about the matters agreed. A departure discussion is not always a final agreement. KVK describes negotiated termination as a possible route, but specific contracts and special rules remain relevant. Record conditions and outstanding decisions before parties act as though everything is complete.
4. Calculate notice and financial settlement
Read the notice period, notification method and date by which the declaration must reach the other party. Another management agreement's period is not a useful starting point. In a specific 2021 case, the agreed notice period still required consideration despite the directorship ending. That guarantees no identical period or remuneration in every situation. Have your own wording, correspondence and applicable rules assessed.
List fixed fees, variable remuneration, expenses, VAT, invoiced amounts and any final account. Establish until when work continues and the arrangements made. A prohibition on further work does not automatically end every payment obligation. Keep alleged damages separate from outstanding invoices and assess possible set-off. Ask what financial information is missing before accepting a final net amount or buyout proposal.
5. Make board position and handover workable
If the statutory directorship also ends, identify the declaration or decision that achieves this and its effective date. Arrange necessary registration and representation without assuming a trade register change determines every legal relationship. Check who takes over ongoing payments, contracts and contacts. Continuity may be urgent with a sole director. Prepare a successor's appointment through the appropriate procedure.
Prepare a handover list of files, company property, access, keys, bank authority and records. Agree how personal and business data will be separated carefully. Keep confidential business information available to whoever lawfully takes over; it is unsuitable as leverage for payment. Conversely, the departing party must have documents it lawfully needs for its position. Record boundaries and a secure working method.
6. Assess clauses and remaining risks
Read confidentiality, competition, business-contact, intellectual-property and penalty clauses. Identify obligations continuing after termination and intended changes. Ending the contract alone does not automatically remove these provisions. A broad declaration that parties have no further claims may also affect unpaid remuneration, damages or other matters. Check its scope and every signatory's authority.
Discharge, liability insurance, personal guarantees and indemnities each require separate assessment. A management BV may leave while the individual remains bound by security. Discuss whether third-party consent is needed and who obtains it. Also record handling of information requests and existing proceedings after departure. A solution is practical only once outstanding actions and the evidence on which parties base completion are clear.
7. Respond promptly to disputed termination
Fictional example: a management BV receives an email forbidding further work from tomorrow. The contract contains notice provisions, but no formal dismissal decision is enclosed. The first response requests clarification of the decision, end date and payment and proposes careful handover. This example does not establish invalid termination or full continuation of fees. It shows why access restrictions, contract termination and directorship require separate examination.
Keep the exact notice with dispatch and receipt records and avoid impulsively sending your own resignation. Bring contracts, articles, appointment, decisions, invoices and relevant correspondence to a lawyer. Report urgent meetings and procedural dates immediately. Request assessment of initial protective steps, possible costs and negotiating scope. Record the client and work included or excluded from the initial engagement so follow-up remains clear.
Frequently asked questions
Does the management agreement always end upon removal as director?
The relationships may be closely connected, but decision, contract and circumstances require assessment together. Assume no universal outcome for every management relationship.
May I immediately stop payment when the manager stops working?
Not automatically. Notice, the reason for work stopping and contractual obligations may matter. Assess remuneration and any set-off separately.
Is notice the same as termination for breach?
No. These are different termination routes with their own conditions and consequences. Choose and formulate the appropriate basis before sending the declaration.
Sources
These sources relate to this page. For a specific case, check current rules and your own documents.
- KVK — van een overeenkomst afkomen Accessed: 2026-10-23
- Rechtbank Rotterdam — ECLI:NL:RBROT:2025:7385 Accessed: 2026-10-23
- Rechtbank Midden-Nederland — ECLI:NL:RBMNE:2021:3176 Accessed: 2026-10-23
- Rechtbank Rotterdam — ECLI:NL:RBROT:2023:10666 Accessed: 2026-10-23
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Editorial team Business law in the Netherlands
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