The appointment of board directors of a Dutch limited company is the exclusive right of the shareholders’ meeting. The board of a two-tier board company is appointed by the supervisory board however.

Members appoint board

In an association the members appoint the board at the AGM. Only in a foundation the board is appointed by co-option a form of appointment of members by existing members
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(board members appoint new board members).

Appointment in the Netherlands

When the appointment takes place in accordance with the articles of association A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
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Articles of Association
(“statuten”), in Dutch a director (bestuurder) is referred to as “statutair bestuurder”. This means “director under the articles of association”. The distinction is relevant in the Netherlands because informal directors/managers do not (necessarily) posses all the (signing) authorities a director under the articles of association does have.


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