A statutory director (or statutory managing director or formally a director under the articles of association) has a special position in employment law.
Their relationship differs from that of a regular employee. In some cases, the statutory director performs work based on a management agreement instead of an employment contract. With regards to employment law, we summarise the special aspects of this position.
An employer can conclude three successive temporary employment contracts within a period of three years with an ordinary employee without there being any question of this being converted into a contract for an indeterminate period. However, an employment contract with a statutory director may provide that the period of three years can be extended indefinitely.
A termination under company law also results in the end of the relationship with the statutory director in terms of employment law. An exception applies to the statutory director of a foundation.Unlike an ordinary employee, the statutory director cannot request the employment relationship to be restored. Like an ordinary employee, he/she has the right to transitional compensation and possibly fair compensation. The latter is only possible if if a serious imputable act or omission can be attributed to the employer.
An ordinary employee who has concluded a termination agreement with the employer can change their mind about it within 14 days. A statutory director does not have this right. Therefore he/she can only get out of a termination agreement by using the usual grounds for overturning it, such as error or deceit [vitiated consent].
The statutory director of a private company or limited company (insofar as the latter still has an employment contract) is excluded from the preventive dismissal test. Therefore the employer does not need the consent of UWV or the district court for them to be dismissed. This is required to dismiss the director of a foundation, but it’s not required for the dismissal of a statutory director of an association.
GMW lawyers will be happy to help you with all your employment-related legal issues. If you have any questions, please contact us directly using the enquiry form below or +31 (0)70 3615048. Our pension and employment lawyers will be happy to support and advise you.
GMW lawyers will be happy to help you with all your employment law issues. Our lawyers assist both employers and employees.
Do you have a question? Please feel free to contact us.
"*" indicates required fields
24 April 2023
Working from home: right or privilege?
Before the Pandemic, working from home was not facilitated by all employers. During the Pandemic, we proved altogether that (long-term) working from home and/or working at a different location than the office can work very well.
Read more
Read more about22 February 2023
Dismissal in the event of reorganisation
Reorganisations and restructurings: after a relatively quiet period the headlines are full of them again.
Read more
Read more about9 January 2023
When has an employee ‘recovered’?
An employee who is unfit for work is entitled to continued payment of wages for two years. They may also not be dismissed during that time.
Read more
Read more about14 December 2022
Recruiting employees on the basis of green working conditions
Almost all employers have considerable difficulty finding staff.
Read more
Read more about7 November 2022
The employer’s duty of care
An employer has a duty of care. It therefore has an obligation to protect the safety and health of its employees.
Read more
Read more about12 September 2022
Fulfilment of pension commitments
Has an employer failed to fulfil its obligation to provide a pension scheme?
Read more
Read more about7 September 2022
Study costs and outside activities: practical tips
From 1 August 2022 employers must comply with new rules on study costs and outside activities.
Read more
Read more about29 August 2022
Conditional dismissal with immediate effect
Has an employee engaged in serious misconduct to such an extent that his/her employer no longer wishes to employ him/her?
Read more
Read more about3 August 2022
Unilateral pay cut
The corona crisis forced many organisations to take a critical look at their business operations.
Read more
Read more about