Statutory director

In labor law, the statutory director has a special position. There is no relationship of authority and there is a dual legal bond: an employment law bond as an employee and company law bond as a director of the organization. Unlike a titular director, we speak of a statutory director when he is appointed as a director by the general meeting of shareholders (AGM) or the Supervisory Board (SB). This must be preceded by an appointment, preferably with a written decision of appointment, and the statutory director must be registered with the Chamber of Commerce.

The statutory director has limited protection against dismissal. In accordance with what is stipulated in the articles of association, the statutory director is suspended and dismissed by whoever is authorized to appoint him (the AGM or Supervisory Board). Based on case law, a legally valid (company law) dismissal of a statutory director also entails, in principle, the termination of the employment contract, unless there is a statutory prohibition on dismissal or deviating agreements between the parties.

The lawyers of the Labor Law Section have the necessary knowledge and experience to assist you in such dismissal or appointment proceedings. Tax issues that may also arise in this context include international remuneration structures, use of the split payroll system, secondment within international groups, net guarantee contracts, allocation of management and head office costs within a group context, whether or not to be implemented by means of the necessary (international) contracts.