What is the situation?
On 11 February 2026, the North Holland District Court upheld Hot Networkz 3.0 BV’s dismissal of a director.The court found the dismissal decision legally valid on all key procedural points. The notice period was not breached because the eight-day rule applied to shareholders and meeting-right holders, not to the director in that capacity.
The agenda wording, “composition of the board, including appointment and dismissal,” was considered sufficiently clear. The director had the opportunity to cast an advisory vote and respond to the proposed dismissal.
The court also rejected the salary claim because the employment contract remained with the subsidiary, not with the holding that terminated him as director.
Analysis
This ruling is a strong indication that director dismissal cases often turn on process, not emotion.
For micro and small businesses, the real signal is simple: if governance steps are documented, communicated, and reasonably handled, courts may uphold dismissal even where conflict, illness, or strained relationships are involved. The company did not need a perfect process. It needed a defensible one.
The blind spot for small firms is role confusion: the claimant functioned as both an employee and a director, but these were legally distinct positions with distinct consequences. Many founder-led businesses do not clearly document that distinction. When tension rises, that gap becomes expensive.
Impact
H1
Review your board and shareholder procedures now. Dismissal, appointment, advisory rights, and hearing obligations should be documented before conflict starts, not during it.
H2
Separate employment status from directorship status in contracts and addenda. A dismissed director may still have employee rights elsewhere in the group structure.
H3
Small companies need a cleaner governance architecture. Informal leadership models work until disagreement, stress leaves, or shareholder friction forces judicial review.
Daily operational takeaway
Check whether your director's contracts, meeting notices, agendas, and hearing records would survive judicial review if challenged tomorrow.
