September 30, 2022

Dismissal decision



Dismissal decision

A dismissal decision is part and parcel of a dismissal. Firing someone is never fun, but firing someone without the right legal documents can be even more annoying for a business. ensures that you have a legally conclusive document in your hands that allows you to dismiss someone administratively and legally correct.

Dismissal decree director private limited company

A director of a private limited company may be dismissed at any time by the general meeting or by the body mentioned in the articles of association that appointed him or her.

A resolution to dismiss may be taken at a meeting or outside a meeting by means of a written document. The BV’s articles of association prescribe the conditions to be met by the resolution to dismiss and the procedure to be followed.


The resolution of dismissal always contains the date of dismissal. If necessary, the resolution of dismissal can include a discharge from liability for the policy pursued by the director.

Granting discharge is nothing more than discharge from the company to the director for any liabilities of the company towards the dismissed director. Note the discharge does not work in case external parties want to sue the director.

Also, the discharge is in principle limited to data from the financial statements or information otherwise disclosed to the general meeting of the private limited company. Discharge may extend to cases where the director has seriously harmed or even deliberately harmed the company, deception and fraud are not included.

When drafting the resolution on discharge in a “real” general meeting, all those entitled to attend the meeting must be present, including the director. In the case of a resolution outside a meeting, those entitled to attend the meeting can sign the resolution themselves. In a resolution to dismiss outside a meeting, the director being dismissed must have been given the opportunity to give his or her opinion on his or her dismissal.

Voluntary Resignation

Of course, it is possible for a director to resign voluntarily, in which case a resignation resolution is passed to record the resignation and any discharge of the director.
If a director also has an employment contract with the BV, a director’s resignation also entails a termination of the employment contract. An exception to this is if the BV and the director have agreed otherwise or in case of a statutory dismissal prohibition. This applies if the director is dismissed by the general meeting or if he resigns himself.

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