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You change a director of a BV via a shareholders' resolution: appointment, dismissal, or replacement is carried out by the general meeting of shareholders (Articles 2:242 and 2:244 of the Dutch Civil Code). The change must be reported to the Chamber of Commerce within one week. No notary is required, provided the articles of association do not contain specific provisions for appointment or dismissal. In the case of a statutory director who is also an employee, additional employment law rules apply — that is often where the complexity lies.
The short answer
- Shareholders' resolution regarding appointment or dismissal.
- Chamber of Commerce notification within one week.
- Employment law settlement for employee-director (settlement agreement, final settlement).
- Update with banks, suppliers, and business partners.
Appoint a director
Steps:
- Shareholders' Resolution: the shareholders resolve the appointment, with the name, effective date and any specific powers or restrictions.
- Acceptance by the director. A director formally accepts his appointment — no liability without acceptance.
- Chamber of Commerce registration: the board (or in practice often the bookkeeper or lawyer) reports the change via the Chamber of Commerce form “Change of director of legal entity”.
- Practical updates: bank power of attorney, email access, contractual relationships.
Requirements for a director: must be of legal age and have the legal capacity. A legal entity can also be a director (e.g., a holding company as director of an operating company). Certain sectors have quality requirements (medical, financial).
Dismiss a director
The principle: the shareholders who appointed can also dismiss. Steps:
- Shareholders' resolution to dismiss, reasoned. Meeting convened in accordance with statutory time limits.
- Right of the director to be heard — he may present his point of view before the decision.
- Chamber of Commerce notification within one week.
- Settlement of the employment relationship (if the director is also an employee).
In the event of the dismissal of a statutory director, they can appeal the decision through the general legal system — not via the UWV route that applies to ordinary employees. This often makes the dismissal of a statutory director legally simpler, but emotionally complex.
The statutory director who is also an employee
In the case of a statutory director with an employment contract, two tracks apply simultaneously: corporate law (the director's role) and employment law (the employee's role). The shareholders' resolution terminates the corporate law relationship; additional steps are required for the employment contract:
- Termination of the employment contract (pursuant to Article 7:669 of the Dutch Civil Code), or
- Settlement agreement with arrangements regarding the end date, compensation, and optionally a non-compete clause.
The judge (sub-district court) can assess whether the dismissal is lawful. For a careful handling of the matter, an employment lawyer or attorney is recommended.
What else do you do in case of a change?
- the shareholders' register (formally not required for a director; however, practically useful for the logbook).
- the Chamber of Commerce extract after a few days to verify.
- banks again — they often want new signing forms.
- Suppliers and customers working in the name of the previous director must be reviewed if necessary.
- Authorizations and proxy — possibly a new power of attorney to the successor or revocation of the old one.
- Insurance (directors' and officers' liability) — cancel diminishing coverage, take out new coverage for successor.
Pitfalls
- Forgotten Chamber of Commerce notification. Up to four weeks: usually no sanction. For months: fine and confusion for external parties.
- Dismissal without the right to be heard. May trigger proceedings to annul the decision.
- No settlement agreement in the case of an employee-director. Risk of a wage claim or employment law proceedings.
- Do not update bank mandates. The previous director can technically still have control — risk of fraud or errors.
Honest recommendation
A change of director is fundamentally simple—a shareholders' resolution and a notification to the Chamber of Commerce. It becomes more complex in the case of an employee-director, a tense departure, or multiple shareholders with differing interests. A settlement agreement almost always prevents procedural red tape.
For the shareholder context: the shareholders' resolution. For directors' liability: when does directors' liability come into play.
Frequently Asked Questions
Via a shareholders' resolution (appointment or dismissal) and a Chamber of Commerce notification within one week. In the case of an employee-director, settlement under employment law is added — often with a settlement agreement.
Generally not for the amendment itself. A written shareholders' resolution suffices. A notary is required if the articles of association provide for a special appointment or dismissal procedure, or if the amendment coincides with an amendment to the articles of association.
Yes, within one week. Use the Chamber of Commerce form for changing a director of a legal entity. The change is only enforceable against third parties after the Chamber of Commerce registration has been processed.
In that case, alongside the corporate law dismissal route, there is also an employment law process. Often via a settlement agreement with agreements regarding the termination date, compensation, and a non-competition clause. Not via the UWV — a statutory director is subject to its own rules.
Yes. The director must be given the opportunity to present his position before the decision is made. A dismissal without the right to be heard can be challenged in court and potentially overturned.
Yes. A BV (for example, a personal holding company) may be a director of another BV. The underlying natural person is then often also a UBO and continues to bear personal director liability risks for improper management.
Update bank mandates, review powers of attorney and proxy, transfer insurance (directors' liability), adjust email and system access, and inform relevant contractual relationships about the change.
