THE BOTTOM LINE
- Dismissal Rules Differ: The legal process for dismissing a statutory director is fundamentally different—and often simpler—than for a regular employee in the Netherlands. Misclassifying an executive can lead to costly and protracted legal battles in the wrong court.
- Conduct Can Outweigh Formalities: A court will look beyond formal appointment documents to an individual’s actual conduct. If an executive acts as a director and represents themselves as one in official filings, they may be legally considered one, even if corporate paperwork is incomplete.
- Official Registrations Are Powerful Evidence: An executive’s registration at the Chamber of Commerce (KvK) carries significant weight. In this case, the fact that the individual personally handled his own registration as a “statutory director” was a decisive factor against his claim of being a mere employee.
THE DETAILS
This case turned on a critical question of jurisdiction following an executive’s summary dismissal. The individual, who had been appointed “Managing Director,” challenged his termination in the sub-district court (kantonrechter), the standard venue for employment disputes. However, the company immediately filed a motion, arguing that the court was not competent. It contended that the executive was not a regular employee but a statutory director, meaning any dispute must be heard by the commercial division of the district court (rechtbank), where different corporate law principles apply. This distinction is vital, as the legal grounds and procedures for dismissing a statutory director are distinct from those protecting an employee.
The court’s analysis focused on substance over form. The executive argued he could not be a statutory director because there was no formal, written shareholder resolution confirming his appointment. The court disagreed, finding that a lack of written documentation was not fatal to the company’s position. It pointed to compelling evidence of the executive’s conduct: he had personally completed and signed the Chamber of Commerce (KvK) forms to register himself as an “executive director (statutair bestuurder).” Furthermore, he had signed official bank documents and contracts as a “statutory representative” of the company, actions reserved for a director.
In its ruling, the court concluded that the executive’s own actions demonstrated a clear acceptance of the role and responsibilities of a statutory director. His arguments—that his employment contract did not mention the directorship, or that the company had not taken out a director’s liability insurance policy for him—were considered insufficient to overcome the weight of his public conduct and official filings. The court deemed it sufficiently proven that a valid director relationship existed, declared itself incompetent to hear the case, and transferred the matter to the commercial division of the competent district court.
SOURCE
Source: Rechtbank Oost-Brabant
