Corporate | Director

Director under the articles of association/incorporation – Statutair directeur

The company’s general meeting of shareholders appoints the director or the board of directors of a company under the articles of association. The company’s relationship to its director or board of directors is best stipulated in a clear and concise manner; Sometimes the shareholders can also appoint a director that has no powers under the articles of association. GMW Advocaten has the necessary experience to advise all types of businesses in this matter.

Competences

In general, a director must do everything that benefits the company, its undertakings and employees, whilst refraining from all action that may damage them. Whilst having ample room for manoeuvre, a director will have to sometimes seek the approval of the general meeting of the shareholders prior to a decision. The articles of association clearly stipulate the company director’s competences and limits thereof, spelling out the rights and duties assigned to the post.

Improper management

The company director is expected to perform his duties in a proper manner, being accountable to the general meeting of shareholders. In cases of improper management the company can hold the director liable for damages. Cases of improper management will always be defined via the circumstances they have occurred in. The following examples are meant to illustrate cases of mismanagement commonly occurring in the corporate legal practice.

• The director disregards the law, regulations and administrative provisions
• The director puts his personal needs above the needs of the company
• The director takes unnecessary financial risks
• The director does not opt for the necessary insurances
• The director embezzles the (financial) means of the company

Dismissal of the director

In cases of manifest mismanagement the shareholders can dismiss the company director. In order to do so all procedural requirements need to be fulfilled meticulously. GMW Advocaten has extensive experience and knowledge in the field. This subject is specifically connected to Employment law.

Information

Please contact René Willemsen for further information on the subject.

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