Bestuur van rechtspersonen

Translated title of the contribution: Directors' duties

Research output: PhD ThesisPhD-Thesis - Research and graduation internal

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The board of a legal person has the duty to direct the legal person. The meaning of this duty, however, remains largely unclear. The aim of this study is to provide clarification in this regard. The duty to direct the legal person – which encompasses all directors’ duties – is laid down in s. 2:44/129/239/291 (1) DCC. This section specifically holds that the board of directors of a legal person is obliged to direct the legal person, save for limitations in the articles of association. An interpretation of this rule firstly requires an analysis of the manner in which the duty to direct the legal person is statutorily described. Directors occupy a fiduciary office as agents of the legal person. They must direct the legal person and not the enterprise or business of the legal person. Secondly, the question rises what ‘directing’ a legal person entails. DIrectors owe various duties to the legal person. These encompass the duty to act in the interest of the company, the duty to act lawfully, the duty to monitor the general course of affairs, the duty to mange the legal person's assets, duties regarding administration and registration, the duty to render accounts, duties regarding the organisation of the legal person, and duties regarding membership. Thirdly, an exploration of the meaning of the phrase on possible limitations in the articles of association is required. The board may be subject to approval rights, instruction rights or initiation rights. These rights affect the way in which the board is to act vis-à-vis the body assigned the respective right.
Translated title of the contributionDirectors' duties
Original languageDutch
Awarding Institution
  • Vrije Universiteit Amsterdam
  • van Veen, WJM, Supervisor
  • Verdam, AF, Supervisor
Award date9 Dec 2021
Place of PublicationDeventer
Publication statusPublished - 9 Dec 2021


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