Discharge from liability in associations

In previous years, discharge had been granted explicitly to the treasurer, while the board as a whole was collectively responsible and had jointly accounted for the project.

Discharge

Discharge is the release granted by the general meeting of members (ALV) for the management and policy decisions taken, under which the association waives its right to hold board members liable insofar as the relevant matters have been reported and the pertinent information was known to the ALV before the annual accounts were adopted. The adoption of the annual accounts in itself does not constitute discharge; a separate and explicit resolution is required. The scope of discharge is limited to the matters for which accountability has been provided and which were known to the ALV.

Although discharge had been granted explicitly only to the treasurer and not to the entire board, the Court nevertheless held that the discharge protected all board members. According to the Court, the discharge shielded the board members from liability for the management and administration relating to the construction of the clubhouse.

1. This conclusion was based on two considerations:
   Sufficient and timely accountability had been provided to the ALV regarding the relevant policy decisions and financial information; and
2. The discharge covered the board’s actions insofar as they were reflected in that accountability and in the annual accounts.

In addition, the Court considered that, even aside from the discharge, the threshold for internal directors’ liability had not been met (there was no serious culpability), nor were the requirements for liability in tort under Article 6:162 of the Dutch Civil Code satisfied.

Criticism

This judgment has also attracted criticism. In a commentary on the case, concerns were raised about the Court’s finding that the discharge, although formally granted only to the treasurer, was held to extend to the other board members because of their collective responsibility. It has been cautioned that collective responsibility does not automatically result in collective discharge: granting discharge to one board member does not necessarily imply discharge for others.

This highlights the importance of granting discharge explicitly, clearly and preferably to the entire board. Partial discharge can lead to uncertainty and risks, including with respect to rights of recourse between board members. The judgment demonstrates that defining the scope of discharge can create practical tensions, particularly in large-scale projects involving the board as a whole.

It is therefore important for board members of associations to pay close attention to this issue and to ensure that discharge is granted to the entire board at the general members’ meeting.

Contact and advice

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Judgment: Arnhem-Leeuwarden Court of Appeal, 16 December 2025, ECLI:NL:GHARL:2025:8101