What is the situation?
The Haarlem court upheld the removal of a director on 11 February 2026. The dismissed director lost on all key points. ("Dismissal" here means formal termination of the directorship role.)
The court found the dismissal procedure valid: the meeting notice was sufficient, the agenda was clear, the director had the opportunity to give his advisory view, and the company respected its duty to hear him beforehand.
A separate salary claim also failed. The court held that his employment contract remained with the subsidiary (the company controlled by another, larger company), not with the holding company (the parent company) that terminated him as director.
The claim to cancel the dismissal was rejected. The claimant was ordered to pay €2,209 in legal costs (court-related expenses).
Analysis
This is important for small businesses because Dutch board disputes frequently focus on process rather than underlying issues. The court shows that following clear steps can protect any company, especially when relationships fracture.
For micro and small businesses, the real signal is this: if you dismiss a director, the quality of the process matters as much as the reason itself. Agenda wording, prior notice, hearing opportunity, and documented minutes can decide the case.
There is also a practical distortion here. A person may be both an employee and a director, but those roles do not automatically sit within the same legal entity. If the structure is split across group companies, payment claims and dismissal consequences may be split too.
Impact
H1
Before dismissing a director, thoroughly review the dismissal file: notice, agenda, hearing record, advisory vote, and minutes.
H2
Where directors also have employment roles, map exactly which entity employs them and which entity appoints them as directors. Many small groups are weaker here than they think.
H3
This ruling reinforces a broader governance lesson: informal founder habits become legal risks once trust breaks down. Small companies need board procedures before they need a dispute.
Daily operational takeaway
Audit your current director's appointment, employment, and dismissal documents this week. In small companies, legal weaknesses often arise from overlaps among roles, entities, and undocumented processes.
