Dismissal of a Director under Dutch Law

Published on 20 March 2026 · Last updated 28 October 2026

A statutory director of a Dutch BV or NV can be dismissed at any time by the body that appointed him, usually the general meeting of shareholders (Articles 2:244 and 2:134 Dutch Civil Code). A valid dismissal resolution in principle also ends his employment contract, without permission from the UWV or the court. Get advice before the meeting is called, because a mistake in the procedure can make the resolution open to annulment.

This page is for shareholders, parent companies and supervisory board members who want to remove the director of a Dutch company, and for directors who have been dismissed. You will read who decides, which steps the meeting must follow, how the corporate dismissal and the employment contract relate, what the director can claim and how to keep the cost of a dismissal under control. For the liability side, see our page on director’s liability under Dutch law.

Who can dismiss a director of a Dutch BV or NV?

The body that has the power to appoint the director. In most companies that is the general meeting of shareholders; in a BV, the articles of association may give another body a parallel power to dismiss (Article 2:244(1) Dutch Civil Code for the BV, Article 2:134(1) for the NV).

In a company under the full large-company regime the supervisory board appoints and dismisses the directors, and it may only dismiss after the general meeting has been heard on the intended dismissal (Article 2:272 Dutch Civil Code). The supervisory board can also suspend a director, unless the articles provide otherwise (Article 2:257). Check the articles and any shareholders’ agreement first: they may require a qualified majority, although the statutory cap for such a majority is two thirds of the votes cast, representing more than half of the issued capital (Article 2:244(2)). Our page on articles of association under Dutch law explains what they usually contain.

What is the difference between a statutory and a titular director?

A statutory director (statutair bestuurder) is formally appointed as a member of the management board and represents the company. A titular director only carries the title “director” in the organisation and is, legally, an ordinary employee.

The difference decides the route. Only a statutory director can be dismissed by a corporate resolution without prior permission from the UWV or the subdistrict court (Article 7:671(1)(e) Dutch Civil Code). A titular director has the full protection of Dutch dismissal law. Check the appointment resolution and the Trade Register before you choose your approach.

Which steps must the shareholders’ meeting follow?

The meeting must be validly convened, the dismissal must be on the agenda, the director must be heard and directors and supervisory directors must be able to give advice. A resolution that is adopted in breach of the rules on decision-making can be annulled (Article 2:15(1)(a) Dutch Civil Code).

Check who may dismiss and with which majority: articles of association, shareholders’ agreement and, in a large company, Article 2:272.
Ask the works council for advice on the intended dismissal, if the company has one, at a time when the advice can still influence the decision (Article 30 Works Councils Act).
In a BV, convene the meeting no later than the eighth day before it is held and put the dismissal on the agenda (in an NV, no later than the fifteenth day: Article 2:115(1) Dutch Civil Code). If the term is shorter, valid resolutions can only be adopted if all persons entitled to attend agree and the directors and supervisory directors could advise beforehand (Article 2:225).
Give the director the opportunity to be heard. Directors and supervisory directors have an advisory vote in the general meeting (Article 2:227(7)).
Adopt the resolution, record it in minutes and inform the director in writing, stating the date on which the employment contract ends.
File the change with the Trade Register and change bank mandates and powers of attorney.

A written resolution outside a meeting is possible only if everyone entitled to attend agrees to that method, and the directors must still be given the opportunity to advise (Article 2:238 Dutch Civil Code). A dismissed director who wants to challenge the resolution must act within one year (Article 2:15(5)).

Planning to remove a director in the next few weeks? Have a Dutch corporate lawyer check the procedure before the meeting is called, so that the resolution stands and the costs stay predictable.

Does the dismissal resolution also end the employment contract?

In principle, yes. The Dutch Supreme Court held that a dismissal resolution of the competent body in principle also ends the employment relationship, unless a statutory prohibition of termination applies or the parties agreed otherwise (HR 15 April 2005, ECLI:NL:HR:2005:AS2030).

This is why the corporate dismissal and the termination of the employment contract usually happen in one resolution. The employer does not need permission from the UWV or the court, because restoration of the employment contract of a statutory director is excluded (Article 2:244(3) and Article 7:671(1)(e) Dutch Civil Code). The statutory notice period still applies: one to four months depending on the length of employment, unless a longer period was agreed (Article 7:672(2)). If the company gives notice too early, it owes salary for the missing period (Article 7:672(11)).

Relationship	What ends it	What the company must observe
Corporate (statutory) position	Dismissal resolution of the competent body	Articles of association, convening rules, right to be heard, advisory vote
Employment contract	In principle the same resolution (HR 2005)	Notice period, reasonable ground, transition payment, prohibitions of termination
Management agreement (no employment)	Termination under the agreement or the rules on contracts for services	Notice and compensation terms in the agreement

When does the employment contract continue after a dismissal?

When a statutory prohibition of termination applies, or when the parties agreed that a corporate dismissal does not end the employment contract. The director then loses his position as director, but remains an employee until the contract is ended in another way (HR 15 April 2005).

The best-known example is illness: the prohibition of termination during the first two years of incapacity for work also protects statutory directors (Article 7:670(1) Dutch Civil Code). In a group structure, check which company is the employer. A director who is statutory director of the holding but employed by a subsidiary keeps his employment contract with the subsidiary; that contract must be ended separately.

Does the company need a reasonable ground to dismiss a director?

For the corporate dismissal, no. For the employment contract, the statutory requirement of a reasonable ground also applies to directors (Article 7:669 Dutch Civil Code), but the sanction differs: the court cannot restore the contract and can only award fair compensation (Article 7:682(3)).

The court can award that compensation if the termination lacks a reasonable ground, or if it results from seriously culpable conduct of the company (Article 7:682(3)). Common grounds are a disturbed working relationship, poor performance after a fair chance to improve, or business-economic reasons. Document the ground before the meeting: minutes, correspondence, figures and earlier warnings. A dismissal that comes out of the blue, or a hearing at which the decision has clearly already been taken, is exactly what makes a court award fair compensation.

The director must file his request within two months after the employment contract has ended (Article 7:686a(4)(a) Dutch Civil Code).

What can a dismissed director claim?

In most cases the statutory transition payment, salary over the notice period, and fair compensation if the termination was unreasonable or the result of seriously culpable conduct. Contractual severance arrangements in the director’s agreement come on top of, or replace, those claims as agreed.

Transition payment: one third of a monthly salary for each year of employment, capped at the statutory maximum (EUR 102,000 in the current text) or one year’s salary if that is higher (Article 7:673(1) and (2) Dutch Civil Code).
Notice period: salary over the statutory or contractual notice period, or compensation if notice was given too early (Article 7:672(11)).
Fair compensation: an amount set by the court under Article 7:682(3); there is no fixed formula.
Contractual entitlements: bonus, shares or options, a severance clause and the effects of a non-compete clause.

Most dismissals of directors end in a settlement agreement. Negotiate the settlement before or immediately after the meeting, and include the discharge, the resignation from other group positions, the return of company property and confidentiality.

Can a director resign himself?

Yes. A statutory director can resign unilaterally; the company does not need to accept the resignation. According to the Supreme Court, resignation as director in principle also ends the employment contract, unless the parties agreed otherwise (HR 15 April 2005, ECLI:NL:HR:2005:AS2713).

Send the resignation to the company in writing and ask for the registration in the Trade Register to be changed. Resignation does not end liability for the period in office; that question is dealt with in our page on director and supervisory board liability in the Netherlands.

What if the director works under a management agreement?

Then employment law does not apply. A director who provides services through his own company under a management agreement is dismissed as director by a corporate resolution, and the management agreement ends according to its own terms.

Check the notice period, any fixed term and any compensation clause in the agreement. Without such terms, the rules on contracts for services apply.

Practical example: removing the managing director of a Dutch subsidiary

Suppose a German group wants to remove the managing director of its Dutch BV after two years of declining results. The director has been employed for six years and is statutory director of the BV. The parent company is the sole shareholder.

The group first asks the works council of the BV for advice. It then convenes a shareholders’ meeting with eight days’ notice, sends the director the reasons in writing and gives him the opportunity to respond at the meeting. The resolution records the dismissal and the end of the employment contract with a two-month notice period, the statutory period after six years of employment (Article 7:672(2)(b)). Because the performance problems were discussed with him twice and documented, the reasonable ground is supported. The parties then agree a settlement on the transition payment and discharge. Had the parent called the meeting by e-mail the day before, without the director having had the chance to advise, the resolution would have been open to annulment under Article 2:15.

When should you involve a Dutch corporate lawyer?

Before the meeting is convened: when you check who is competent, draft the agenda and convening letter, and prepare the reasons and the settlement proposal. A dismissed director should seek advice at once, because the two-month period for a request to the court runs from the end of the employment contract.

MAAK Advocaten in Amsterdam advises foreign shareholders, groups and directors on the dismissal of directors of Dutch companies, from the convening letter to the settlement agreement and, if necessary, proceedings in court or before the Enterprise Chamber. See also our overview of corporate law in the Netherlands and our page on the shareholders’ meeting under Dutch law.

Frequently asked questions about dismissing a director under Dutch law

Can a Dutch director be dismissed without a reason?

As director, yes: the competent body can dismiss a director at any time (Article 2:244(1) Dutch Civil Code). For the employment contract a reasonable ground is required; without one, the court can award fair compensation, but cannot restore the contract (Article 7:682(3)).

Does the company need permission from the UWV to dismiss a statutory director?

No. Notice of termination of the employment contract of a statutory director does not require the UWV’s permission or the employee’s consent (Article 7:671(1)(e) Dutch Civil Code). The notice period and the transition payment still apply.

How much notice must the shareholders give of the meeting?

At least eight days for a BV (Article 2:225 Dutch Civil Code). With a shorter period, the meeting can only adopt valid resolutions if all persons entitled to attend agree and the directors and supervisory directors could advise beforehand.

Can a director who is ill be dismissed?

He can be removed as director, but the prohibition of termination during illness also protects his employment contract (Article 7:670(1) Dutch Civil Code). The employment contract then continues until it can be ended in another way (HR 15 April 2005, ECLI:NL:HR:2005:AS2030).

How long does a dismissed director have to go to court?

A request for fair compensation must be filed within two months after the employment contract ended (Article 7:686a(4)(a) Dutch Civil Code). A claim to annul the dismissal resolution must be brought within one year (Article 2:15(5)).

Primary sources

Dutch statutes are only officially available in Dutch, on wetten.overheid.nl. Judgments can be found on rechtspraak.nl by their ECLI number. Legal position checked on 28 October 2026.