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Drafting a Director-Major Shareholder Employment Contract

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

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About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
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Reviews (21)

Nisrine

We received excellent assistance with our legal questions. The lawyer really took the time to understand our specific SaaS solution before starting to write. The service was professional and personal.

Boris

They immediately zoomed in on the matters that were truly important to us. The proactive attitude while waiting for feedback from our counterparty was very pleasant. Fantastic value for money for this level of expertise.

Guus

The approachability of this firm is a real plus. It was nice that complex legal theories were explained with simple practical examples. Everything was delivered neatly and on time.

Zahra

The quick availability of the lawyer was crucial for us. We didn't just receive a standard template, but true custom work for our general partnership. A reliable partner who strives for perfection in their documents.

Zakaria

We came in with a vague idea, but were immediately presented with concrete steps. We received valuable tips on how to present the documents to our clients in practice. The quality fully met our expectations.

Suzanne

From the intake, it was clear what we could expect. The content aligned well with our company. The document was flawlessly accepted by our investors.

Rens

Scheduling the appointment went very smoothly and quickly. Additional questions were answered promptly. Our business partners were impressed by the professionalism of the contracts.

Iris

They immediately focused on solutions rather than problems. The translation of our wishes into watertight legal provisions was impressive. The service was professional and personal.

Hans

We were immediately assigned a dedicated contact person, which worked very well. The corrections were always implemented lightning-fast in the new version. A company that delivers on what it promises on the website.

Roy

We quickly gained a clear picture of the possibilities. The contract was formulated in such a way that both parties felt good about it. Fantastic value for money for this level of expertise.

Zoe

The lawyer took a practical approach with our company. The fixed price upfront instilled confidence. These documents will undoubtedly save us a lot of headaches in the future.

Meryem

The direct translation of our problem into a legal solution was impressive. The adjustments were logical and carefully incorporated. These documents will undoubtedly save us a lot of headaches in the future.

Maud

Excellent communication and a carefully drafted document. We were given tight deadlines that were fortunately met well by both sides. The final result aligns 100% with our high standards.

Gijs

From the very first moment, we felt heard. It was nice that we could call in immediately if anything in the draft was unclear. Our business partners were impressed by the professionalism of the contracts.

Nathalie

There was immediate room for our own input and ideas. The explanation made the document understandable. Our business partners were impressed by the professionalism of the contracts.

Fatima

The initial analysis of our documents was razor-sharp. The speed with which complex legislative changes were integrated into our document was excellent. The service was professional and personal.

Marieke

The flexibility in scheduling an appointment was very pleasant. The atmosphere during the meetings was always relaxed but highly focused on results. A party that delivers on what it promises on its website.

Fouad

I couldn't see the wood for the trees, but the first meeting immediately provided clarity. The corrections were implemented lightning-fast in the new version every time. The document was accepted flawlessly by our investors.

Wim

They acted quickly when we indicated that there was a sense of urgency. The document was clearly aligned with our working method. The document was accepted flawlessly by our investors.

Latifa

Professionalism was evident from the very first moment. Our industry was taken into account. The service was professional and personal.

Michiel

Good service and a clear working method. The advice regarding the collection terms in the terms and conditions was particularly useful for our cash flow. The document was accepted flawlessly by our investors.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

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Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

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What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A few fundamental choices determine what the contract looks like and whether there is an employment agreement at all.

Choice or question Why this matters legally
Does the director-major shareholder hold a majority or minority interest? With a majority interest, the hierarchical relationship is usually absent, meaning that from a tax and employment law perspective there is often no genuine employment contract, but rather a fictitious employment relationship.
Is the director-major shareholder also a statutory director? The directorship and the employment relationship are linked; dismissal as a director generally also affects the employment contract, without a separate dismissal procedure at the UWV or the subdistrict court.
How is the customary wage determined? The salary must be commensurate with the position; if it deviates downwards, the Tax and Customs Administration may make corrections. Document the substantiation.
Which provisions do you want to arrange for tax purposes? Cars, pensions, and expense allowances have tax implications; determine in advance what you include to avoid additional assessments.
Would you like to include protective clauses? A non-compete or non-solicitation clause can be useful with a view to a future sale or the exit of the director-major shareholder.
Clauses and provisions

Which elements belong in a director-major shareholder employment contract?

An employment contract for a director-major shareholder resembles a standard employment contract but contains a number of specific features regarding salary, control, and termination. It must include, in any case, the following elements.

Provision Relevant to Legal point of attention
Function and tasks Always Describe the position of statutory director and the daily activities, so that it is clear what the director-major shareholder performs.
Salary and customary wage Always Determine the level of the salary; take into account the tax customary salary scheme that applies to a director-major shareholder.
Working hours and holidays Always Determine the work week and the number of vacation days; the director-major shareholder often determines this himself but nevertheless records it in writing.
Expenses and provisions Often Arrange reimbursements for travel, telephone, company car, or home office to avoid tax disputes.
Pension Often Make agreements regarding pension accrual; self-administered accrual was abolished in 2017, so arrange for an external provision.
Confidentiality Recommended Protect business-sensitive information, also with a view to a possible future sale of the BV.
Illness and disability Recommended Ensure continued payment of wages during illness; a director-major shareholder is often not insured under employee insurance schemes.
Termination Always Describe the notice period and its relationship to the directorship; the dismissal of a statutory director takes place via a shareholders' resolution.
Use in practice

How do you use this document correctly?

The contract only has value if it matches the actual situation and is correctly recorded and signed.

Situation What should you do? Point of attention
At the start or formalization Align the content with the shareholding and the directorship In this way, the contract aligns with the actual control and tax position of the director-major shareholder.
For signature Have the BV represented by an authorized body In the event of a conflict of interest, the director-major shareholder does not personally sign both sides; the general meeting must be involved.
After signing Keep the signed contract and relevant decisions together In the event of an audit or a dispute, the connection with the administrative decision is demonstrable.
Upon change Document adjustments in writing in an addendum Oral agreements are difficult to prove, especially to the Tax Authorities.
Common mistakes

Common mistakes

With employment contracts for the director-major shareholder, things often go wrong on the same points. Avoid these mistakes.

Wrong Consequence Better approach
Don't draw up a contract at all Lack of clarity regarding salary, illness, and termination, and disputes with the tax authorities Always record the agreements in writing, even for a one-person BV.
Setting the customary salary too low Additional assessment and fine from the Tax Authorities Determine an appropriate salary and adequately substantiate any deviation.
Ignoring the leadership Confusion regarding the correct procedure upon dismissal Refer in the contract to the position as statutory director and the shareholders' resolution.
Copy standard employment contract Incorrect conditions, such as a UWV dismissal route Use a contract tailored to the director-major shareholder position.
Conflict of interest in signing The contract may not have been validly concluded Have the general meeting represent the private limited company at the closing.
Risk profile

What is your situation and what do you pay attention to?

The correct approach depends on your situation. Recognize your case below and pay attention to the corresponding point of attention.

Risk profile Example Focus in the document
Sole shareholder and director You hold all the shares and manage the BV yourself No hierarchical relationship; often fictitious employment. Focus on customary wage and tax provisions.
Minority director-major shareholder You hold less than half of the shares Possibly a genuine employment contract with more protection; pay attention to the notice period and dismissal rules.
Multiple director-major shareholders together Two or more director-major shareholders jointly manage the private limited company Align the contracts and also arrange mutual agreements in a shareholders' agreement.
Preparation for sale You want to sell the BV in due course Ensure confidentiality and clear termination agreements so that the transfer proceeds smoothly.
Additional documents

When is this document not enough?

An employment contract regulates the relationship between the director-major shareholder and the BV, but not everything. In these situations, you need additional documents.

Situation Supplementary document Why
Situation Related document Explanation
Multiple shareholders Shareholders' Agreement Regulates the relationships, control, and exit between shareholders, separate from the employment relationship.
Management via a holding company Management Agreement If you provide services through your holding company rather than working as an employee, a management agreement is more suitable.
Hire a regular employee Employment contract For personnel without a shareholding, use a standard employment contract.
Explanation of this document

Drafting a Director-Major Shareholder employment contract, why?

Not every entrepreneur knows exactly what a director-major shareholder employment contract is, when you need one, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What is an employment contract for a Director-Major Shareholder?
An employment contract for a director-major shareholder (DGA) is the employment agreement between the private limited company and the shareholder who also acts as a director and de facto director. The situation is legally unique: the DGA signs the agreement on behalf of the BV as both employer and employee — in effect, he enters into an agreement with himself. Nevertheless, the DGA employment contract is not a mere formality. The Tax and Customs Administration requires the DGA to have a written employment contract with his BV to document the payroll tax relationship and substantiate the customary salary. If the employment contract is missing or outdated, the DGA runs the risk of additional assessments, fines, and disputes regarding the amount of the DGA salary. Moreover, the employment contract determines what applies in the event of dismissal, illness, or bankruptcy of the DGA — matters that differ for a DGA compared to an ordinary employee. Our lawyers will draft a DGA employment contract for you that meets the tax requirements of the Tax and Customary Salary, correctly establishes the customary salary, and legally regulates the specific position of the DGA as a statutory director.
Why does a director-major shareholder need an employment contract with his own private limited company?
The necessity of a Director-Major Shareholder (DGA) employment contract is threefold. First, the obligation to pay payroll tax: for payroll tax purposes, the DGA is in principle an employee of his BV, and the BV is obliged to withhold and remit payroll taxes on the salary paid to the DGA. The employment contract documents this payroll tax relationship. Second, the customary of Article 12a of the 1964 Payroll Tax Act: the DGA must pay himself a salary that is customary for the activities he performs. For 2025, a statutory minimum of €56,000 per year applies, unless a lower salary is customary in the industry or it can be plausibly demonstrated that the salary is lower than the reference salary of the most comparable employee. The employment contract records the agreed salary in writing, which is essential during a tax audit. Third, legal protection in the event of dismissal: a well-drafted DGA employment contract regulates what happens to the DGA's employment law position in the event of dismissal as a director—by the General Meeting of Shareholders. Our lawyers ensure that your director-major shareholder employment contract is watertight on all three of these fronts.
What is the difference between a director-major shareholder with more than 50% and with less than 50% of the shares?
This shareholding percentage determines the employment law position of the Director-Major Shareholder (DGA) and the content of his employment contract. A DGA holding more than 50% of the shares can block his own dismissal at the General Meeting of Shareholders and is, in principle, not protected by dismissal law as an employee according to case law—after all, he has control over his own legal position. A specific tax regime applies to him, and most protective employment law provisions do not apply by operation of law. A DGA holding less than 50% of the shares cannot block his dismissal as a director and enjoys greater employment law protection—in principle, he is entitled to unemployment benefits after dismissal and, under certain circumstances, is entitled to a transition payment. The employment contract must align with the actual shareholding structure and the articles of association of the BV, including the dismissal procedure for the statutory director. Our lawyers draft a suitable employment contract for both situations.
How do you arrange the director's salary, expense allowances, and secondary employment conditions?
The employment contract for a Director-Major Shareholder (DGA) establishes not only the basic salary but also all other remuneration and secondary employment conditions. The DGA salary must at least comply with the customary wage scheme, but may also be higher if this reflects market conformity. The method of determination, the payment frequency, and indexation must be included in the agreement. Expense allowances —representation costs, business travel expenses, teleworking allowance—must be aligned with the Work Costs Scheme (WKR) to prevent them from being classified as wages. Secondary employment conditions such as a lease car (with taxable benefit), a pension scheme , or directors' and officers' liability insurance (D&O) must be anchored in the agreement or refer to it. Please note: a DGA holding more than 50% of the shares cannot participate in regular employee insurance schemes and must insure themselves against disability. Our lawyers tailor your DGA employment contract to your tax and insurance structure.
How do you regulate the illness and disability of the Director-Major Shareholder in the employment contract?
In the event of illness of a Director-Major Shareholder (DGA), the situation differs significantly from that of a regular employee. A DGA holding more than 50% of the shares is exempt from the Sickness Benefits Act (Ziektewet) and is therefore not entitled to sickness benefit. He is dependent on his own disability insurance (AOV). The DGA employment contract must regulate the obligation to continue paying wages during illness: the BV is in principle obliged to continue paying the salary during the first two years of illness pursuant to Article 7:629 of the Dutch Civil Code (BW), but this is a burden for the BV that must be covered by insurance or a reserve. The employment contract must also regulate the reintegration obligations — in the case of a DGA as well, the BV is in principle obliged to facilitate reintegration, although the practical consequences in a DGA situation differ from those of a regular employee. Our lawyers advise you on the optimal sickness and disability structure for your DGA situation.
How do you arrange the dismissal of the director-major shareholder in the employment contract?
The dismissal of a Director-Major Shareholder (DGA) is one of the most legally complex situations in Dutch employment and corporate law. Dismissal as a statutory director takes place by a resolution of the General Meeting of Shareholders (AVA). However, this resolution does not automatically terminate the employment contract. Depending on the shareholding structure, the articles of association, and the content of the employment contract, the employment law consequences of the AVA dismissal resolution can vary significantly. For a DGA holding less than 50% of the shares, Supreme Court case law may result in an employment law dismissal procedure having to be followed despite the AVA resolution. The DGA employment contract must clearly stipulate the dismissal procedure, notice periods, severance arrangements, and the relationship between director dismissal and employment law dismissal. Our lawyers will draft a dismissal clause for you that aligns with your shareholding structure and the articles of association of your BV.
What are the most common mistakes in employment contracts for directors/major shareholders?
In practice, our lawyers consistently observe the same shortcomings regarding Director-Major Shareholders (DGAs). The first is an outdated or missing, which allows the Tax Authorities to challenge the DGA salary during a tax audit. The second is a DGA salary that does not comply with the customary wage regulation of Article 12a of the 1964 Wage Tax Act, potentially leading to an additional tax assessment. The third is a dismissal clause that does not align with the shareholding structure — a DGA holding less than 50% of the shares having the same dismissal arrangement as a DGA holding more than 50%, which can result in employment law proceedings. The fourth is the absence of provisions for sickness and disability and their alignment with the disability insurance policy. The fifth is a secondary employment conditions clause that is not aligned with the WKR (WageCosts Regulation), resulting in expense reimbursements being classified as wages. Our lawyers review your existing DGA employment contract for all these points.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your shareholding structure, BV structure, tax situation, and specific wishes. Based on this, we draft a Director-Major Shareholder employment contract that complies with the customary wage regulation, correctly handles the dismissal procedure for your shareholding, aligns secondary employment conditions with the WKR (Wage Costs Regulation), and adequately addresses sickness and disability situations. We also advise you on aligning your employment contract with your BV's articles of association and the shareholders' agreement.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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