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Removing a director or facing removal: review the decision and contract together
Removing a statutory director requires valid corporate decisions and assessment of the employment or management contract. The title director does not prove statutory appointment.
Summary
Removing a statutory director requires valid corporate decisions and assessment of the employment or management contract. The title director does not prove statutory appointment.
Key points
- Removing a statutory director requires valid corporate decisions and assessment of the employment or management contract. The title director does not prove statutory appointment.
- Find the appointment decision, articles and trade register extract. Check the competent body and voting and meeting rights. Do not infer authority merely from a shareholding percentage.
- Have notice methods and deadlines checked. State the dismissal proposal clearly and provide suitable information. Keep invitations and replies; a later letter cannot repair the earlier process.
- Respect both the hearing on personal interests and the advisory vote. Saying votes are already fixed does not replace these rights. If you receive notice yourself, seek independent advice before the meeting.
Please note
Not legally reviewed yet
Sources for this video
Transcript
Business law in the Netherlands.
Removing a statutory director requires valid corporate decisions and assessment of the employment or management contract. The title director does not prove statutory appointment.
Find the appointment decision, articles and trade register extract. Check the competent body and voting and meeting rights. Do not infer authority merely from a shareholding percentage.
Have notice methods and deadlines checked. State the dismissal proposal clearly and provide suitable information. Keep invitations and replies; a later letter cannot repair the earlier process.
Respect both the hearing on personal interests and the advisory vote. Saying votes are already fixed does not replace these rights. If you receive notice yourself, seek independent advice before the meeting.
Removal may affect employment, but reasons, notice, compensation and exceptions remain relevant. A management contract needs separate analysis. Shares do not transfer automatically.
Record the decision date, receipt and contractual end date. Different proceedings may have different deadlines; an objection letter does not preserve every right. Discuss the outcome you seek with a lawyer.
Read the full article and sources. General information does not replace advice about your own situation.
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