Director of a stichting: dismissal and mismanagement
- Vincent Mirck
- 9 June 2026
- Edited 11 June 2026
- 1 min
- Rules and laws
When you are a director of a stichting (foundation), you must make decisions that are in its best interest. If you do not do so, your fellow directors or supervising authorities may step in. This could lead to your suspension or dismissal.
The articles of association specify who is authorised to suspend or dismiss a director. This may be the supervisory board or the board of directors itself. This can happen if, for example, the director fails to comply with the rules, wastes money, or signs a contract that the stichting cannot fulfil.Â
The articles of association also set out how a stichting (foundation) can suspend or dismiss a director. In the case of suspension, a stichting removes a director for a specific period. In the case of dismissal, a director may not return.
Misconduct
The board implements the stichting’s policies. A conflict or problem may occur if board members fail to perform their duties or do so inadequately. Legally there are 2 categories: improper performance of duties and mismanagement.
Improper performance of duties is when management tasks are done poorly. For example, when a treasurer forgets to file a tax return, resulting in the stichting being fined.
Mismanagement means very serious misconduct by directors. Examples include deliberately making mistakes in the records, using the stichting’s funds for private matters, or signing contracts that the stichting cannot honour.
More information
Find out more about articles of on business.gov.nl.Â
A board or director may be held liable for improper performance of duties and for mismanagement. In such cases, you will be personally liable for the consequences of a wrong decision. For example, you may have to pay any resulting debts out of your own pocket.
The board or a board member of a stichting can be held liable. This also applies to a voluntary board or a voluntary director.
Bankruptcy due to poor management
In the event of bankruptcy, a stichting can no longer pay its debts. In that case, the court appoints a trustee to sort out the financial affairs. The trustee may, for example, sell the building, computers, and other assets. With the proceeds from these sales, the trustee pays themselves and settles as much of the debt as possible. The trustee also investigates the causes of the bankruptcy.
Is the stichting going bankrupt because the board has not performed its duties properly? The trustee must prove this in court. The court may then hold the board members personally liable. This means they must pay for any mistakes or debts out of their own pockets.
