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A recurring discussion whenever there is a proposal to dismiss a
managing director is whether they actually are a managing director
under the articles of association (statutair bestuurder). This is
an important question because a managing director under the
articles of association enjoys less protection from dismissal than
does a regular employee.
The main rule is that managing directors under the articles of
association are appointed by the general meeting of shareholders.
Such appointment must be based on a shareholders resolution.
The law does not prescribe any formal requirements for this,
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A recurring discussion whenever there is a proposal to dismiss a managing director is whether they actually are a managing director under the articles of association (statutair bestuurder). This is an important question because a managing director under the articles of association enjoys less protection from dismissal than does a “regular” employee.
The main rule is that managing directors under the articles of association are appointed by the general meeting of shareholders. Such appointment must be based on a shareholders’ resolution. The law does not prescribe any formal requirements for this, however, and nor do a company’s articles of association necessarily.