How to dismiss a statutory director?

statutory director is dismissed by the general meeting of shareholders (AVA) or the Supervisory Board (RvC).

Often the director is also an employee of the company. In that case he has a ‘dual legal relationship’, a relationship under employment law and corporate law. The dismissal of the director under corporate law by the general meeting of shareholders or the Supervisory Board then also entails the dismissal under employment law.

Thus, all that is needed for the dismissal of the statutory director is a valid decision by the general meeting of shareholders or Supervisory Board. Make sure that all corporate law rules are complied with! If these rules are not complied with, the dismissal decision may be null and void or can be cancelled. In addition, there must be a reasonable ground for the dismissal. Otherwise, the director can claim a reasonable compensation.

Please note: If the director has been appointed within a group of companies as a statutory director of one company and has concluded an employment contract with another company, the aforementioned does not apply. In that event the dismissal under corporate law does not result in dismissal under employment law.

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Related questions

  • What compensation do I have to pay to my employee in case of dismissal?

    Transition compensation

    When an employment contract is terminated upon your initiative, you must pay the employee transition compensation. The transition compensation depends on the length of service and the employee’s salary. In some cases, however, you do not need to pay transition compensation at all or a reduced compensation. In other cases, you must pay higher transition compensation.

    Reasonable compensation

    If the dismissal is attributable to serious culpable acts or omissions on your side, the court can grant the employee a reasonable compensation on top of the transition compensation. The amount of the reasonable compensation will be determined by the court.

  • Can a temporary contract be terminated prematurely?

    Premature termination of a temporary employment contract is only possible if this has been agreed in writing:

    Premature termination clause

    If a premature termination clause has been agreed upon, for the employer the “normal” rules for termination apply. In other words: You can only terminate an employment contract prematurely with permission from the UWV, via a request for dissolution to the subdistrict court, or with the employee’s agreement. You must also observe the period of notice for termination. Your employee can also terminate the employment contract prematurely, provided that he or she observes the period of notice for termination.

    No premature termination clause

    If no premature termination clause has been agreed upon, in principle, the employment contract cannot be terminated prematurely. If the contract is still terminated, the non-terminating party can claim damages before the subdistrict court. In the event of wrongful premature termination by the employer the employee can also request the annulment of this termination before the subdistrict court.

    Without a premature termination clause, a temporary employment contract can be terminated prematurely: