{"id":91007,"date":"2025-08-25T09:18:34","date_gmt":"2025-08-25T09:18:34","guid":{"rendered":"https:\/\/wesselvanderlans.nl\/expertise\/statutory-director\/"},"modified":"2025-10-24T09:57:18","modified_gmt":"2025-10-24T09:57:18","slug":"statutory-director","status":"publish","type":"page","link":"https:\/\/wesselvanderlans.nl\/en\/expertise\/statutory-director\/","title":{"rendered":"Statutory Director"},"content":{"rendered":"\t\t
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Statutory director: appointment, dismissal and legal pitfalls<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Statutory director: appointment, dismissal and legal pitfalls<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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Home<\/a><\/span><\/span><\/p>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Statutory Director<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The statutory director holds a special position within an organization. They are responsible for the daily management of the company and the implementation of strategic policy as determined by the shareholders. The “rights and obligations of the statutory director<\/strong>” within (employment) law are also different as a result of this special position. The statutory director is not only an employee, but also the legal representative of the company. This means that the director falls under the rules of both employment law and corporate law. <\/p>

For example, the director is subject to their own dismissal procedure via a shareholder resolution (“director dismissal procedure<\/strong>“), a special liability regime in case of culpable conduct (“management liability company<\/strong>“), and the settlement agreement often contains different provisions than the regular settlement agreement. This combination of additional responsibilities and supplementary protection makes the position complex. Entering into or terminating cooperation with a statutory director therefore requires a careful legal approach to prevent risks.

We assist statutory directors and their organizations with the appointment and dismissal of the director and other legal issues surrounding this special position. We provide a clear step-by-step plan with legal certainty and strategic advice. This keeps the organization’s reputation intact, shareholders maintain their confidence, and if required, compliance with co-determination rules\/the works council process is ensured. <\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Legal aspects regarding the statutory director<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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  1. Appointment<\/strong>: a good employment contract forms the basis, with attention to targets, bonuses and governance. Furthermore, formal requirements must be met, including a valid appointment resolution.

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  2. Management liability<\/strong>: the statutory director bears a duty of care and must always act in the interest of the company with the required expertise. When the director acts culpably\u2014for example by ignoring financial risks or misleading creditors\u2014they can be held personally liable. This can lead to civil damage claims or even criminal proceedings. It is therefore important to know the legal rules and seek legal advice, for example when the company encounters difficulties.

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  3. Dismissal procedure<\/strong>: the statutory director can only be dismissed through a formal shareholder resolution in which the required quorum and correct voting ratios are achieved. The director must be summoned to the shareholders’ meeting in a timely manner and be heard. The statutory dismissal prohibitions, such as in case of illness, must be respected and there must be reasonable grounds for dismissal. It is important that the dismissal procedure is strictly followed, so that the dismissal remains valid upon subsequent review.

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  4. Integrity and compliance<\/strong>: the statutory director must ensure integrity in business operations and must comply with internal and external compliance obligations, such as anti-corruption and whistleblowing rules. When there are signals of integrity risks or transgressive behavior within the company, it is necessary to act correctly and take the right steps.

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  5. Settlement agreement<\/strong>: agreements regarding termination compensation, non-compete and relationship clauses, confidentiality and communication.<\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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    Our approach: clear, strategic and practically feasible<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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    At Wessel van der Lans Advocaten, we have extensive experience in advising on the special position of the director and conducting the associated negotiations and relationships between the various stakeholders. We know which agreements are relevant and which pitfalls you must avoid. <\/p>

    Our services include: <\/p>

    1. Drafting and advising on legal documents; such as employment contracts, bonus schemes or special compensation structures. But also the rules of corporate governance, the Remuneration Policy for Financial Undertakings Act and the Senior Executive Remuneration Standards Act are part of our expertise. <\/li>
    2. Risk assessment: analysis of liabilities, correct decision-making procedures and governance structure.<\/li>
    3. Drafting and negotiating settlement agreements, mediation and consultation with works council or supervisory board to effectively prevent disputes.<\/li>
    4. Litigation if desired: at the Enterprise Chamber, civil procedures or summary proceedings in case of acute management crises.<\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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      Common scenarios<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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