Directors' Resignation

Two relationships: corporate and employment

A statutory director with an employment contract has both a corporate-law and an employment-law relationship with the company. As a rule, the general meeting of shareholders (AVA) takes the decision to dismiss a director, subject to certain formalities.

The employment contract generally ends together with the corporate dismissal – with exceptions we assess on a case-by-case basis.

Reasonable grounds and protection

There must be reasonable grounds for the dismissal decision, but the protection afforded to a statutory director does not go as far as that of a regular employee. We assess whether the grounds hold up and which compensation or claims are realistic.

Procedure and annulment

In practice, many dismissal decisions are challenged because the procedure was not followed correctly. That leads to disputes and high costs for the company, or claims from the dismissed director.

We stand alongside you to prevent unnecessary costs and damages claims – with an efficient, step-by-step approach.

Shareholders' meeting, articles and management agreement

The articles of association, internal regulations, management agreement and shareholder arrangements determine who may dismiss, what majority is required and which notice periods apply. We review those documents before the decision is taken.

Compensation and exit package

Golden parachutes, transition payments, shares and good leaver/bad leaver clauses come into play. We negotiate exit packages that are legally sound and commercially acceptable to both sides.

See rates for transparent arrangements on fees.

Director liability

After dismissal, director liability or a discussion about D&O insurance can still arise. We advise on documentation, disclosure duties and defence when liability is invoked.

For the company

As an employer or shareholder, you want predictable costs and no surprises in court. We guide decision-making, correspondence and negotiation with the departing director.

For the director

As a director, you want to know whether the dismissal is legally valid, what compensation you can ask for, and how your reputation and shareholding remain protected. We review the decision and negotiate where that makes sense.

Mediation and negotiation

Not every director conflict needs to escalate. Mediation or targeted negotiation can be faster than proceedings – we give honest advice on which route fits.

Link with reorganisation

In reorganisations and reorganizations and mergers, the board is often affected at several levels at once. We coordinate the collective process with the individual director track.

Live practice

We are engaged in the case of an impending dismissal, annulment of shareholders' meeting resolutions, disputes about management remuneration after an exit, or conflict between shareholders over the dismissal of a statutory director.

Employer perspective on director dismissal

As an employer, you want predictable costs, manageable risks and documentation that holds up under inspection or in a dispute. We translate a director dismissal into concrete steps for HR, the board and managers – with templates where that helps.

That prevents ad hoc decisions that are later challenged or lead to unnecessary proceedings.

Employee perspective on director dismissal

As an employee, you want to know what you are entitled to and which steps make sense before you sign or litigate. We review documents, negotiate terms and guide proceedings when necessary.

Executives, professionals and skilled staff value our direct line of contact and clear explanations – in English too.

Documentation and evidence

In a director dismissal, emails, minutes, contracts and arrangements all count – not just formal letters. We take stock of what the parties actually agreed and what burden of proof applies in negotiation or proceedings.

Strong documentation strengthens your position early in the process.

Works council, trade union and collective agreement

Collective rules via the works council, a trade union or collective labour agreement law can colour a director dismissal. We determine which procedures are mandatory and prepare advice or consent requests.

Mistakes in employee participation can later make decisions open to challenge.

Negotiating vs. litigating

Not every dispute over a director dismissal needs to go to court. Mediation or targeted negotiation can be faster and cheaper – we give honest advice on which route fits your goal and relationships.

If proceedings are necessary, we build a file that holds up before the subdistrict court or the UWV.

International and group context

International groups, holding companies and expats add secondment clauses, foreign entities and English-language contracts to the picture. We review director dismissals in a group context and coordinate with foreign counsel where needed.

Due diligence and transactions

In an acquisition, merger or reorganisation, director dismissal plays a role in due diligence: which claims, which contracts and which personnel risks carry over? We flag issues early so the purchase price and guarantees are correct.

Current developments and case law

Director dismissal follows new legislation and case law. We update our advice and templates to the current line – so you don't rely on outdated strategies that no longer hold up in 2026.

Working with HR and advisers

HR, payroll, tax specialists, occupational health services and company doctors are often involved in a director dismissal. We coordinate the legal steps with your internal team and external advisers – one line, no conflicting advice.

First step in a director dismissal

Do you have a specific question about a director dismissal? Get in touch via contact or call +31 10 249 24 44. We discuss scope and planning transparently before we start – often the same working day if it is urgent.

See also Corporate law for the broader corporate governance framework.

Practical checklist for director dismissal

For a director dismissal, we start with the facts, the goal and the deadlines. We take stock of documents, speak with HR or the board, and give a first route within the intake – negotiation, proceedings or compliance steps.

That way you know exactly what is on your plate for the coming week.

Fees and planning

We discuss scope and fees in advance. For director dismissals we often work on a project basis or hourly rate – transparent, with no surprises on the invoice afterwards.

Live practice at Sørensen Advocaten

Our live practice at sorensenadvocaten.nl shows that clients mainly seek help with concrete conflicts and looming deadlines. We combine speed with careful documentation – built on years of experience in employment law and corporate law.

Sørensen Advocaten and director dismissal

Employers, HR and professionals engage us for a director dismissal for fast review, documents and negotiation. We work from Rotterdam for clients throughout the Netherlands – with fixed points of contact and short lines of communication. Get in touch via contact or call +31 10 249 24 44 if you have a specific question.

Documentation and timeline

A strong file starts with the articles of association, management agreement, minutes of the shareholders' meeting and correspondence with the director. We draw up a timeline and check that every step falls within the relevant deadlines – that prevents annulment and unnecessary damages claims.