# A conflict of interest was not declared before the vote after the statutory deadline has passed
When a director's or shareholder's conflict of interest was not declared before a vote, and the statutory period to challenge that resolution has already run, you are at a fork: argue the resolution is void rather than merely voidable, pursue a governance remedy through the Ondernemingskamer (Enterprise Chamber), or claim against the person concerned individually. Which branch fits depends on what the defect actually was, and on whether you need the resolution undone or the conduct behind it addressed.
What happens if you do nothing
The resolution stands. Once the period to seek annulment (vernietiging) has passed without a claim being filed, the resolution is treated as valid for all who dealt with the company on the strength of it. A director who benefited from the undeclared conflict keeps that benefit unless a separate claim reaches it. Doing nothing does not stop a later liability claim, but it narrows your options to routes that do not depend on the resolution's validity.
The routes open to you now
The deadline that governs a straightforward annulment claim has passed. What remains depends on the nature of the defect and on what you are trying to achieve.
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Nullity (nietigheid) | Showing the defect is one the law treats as void from the outset, not merely voidable, for example a resolution taken without any proper convocation at all | No statutory time limit runs against this ground, but delay weakens the factual case | Court fee for the value of the underlying interest; expert evidence on what occurred at the meeting | A declaration that the resolution never had effect |
| Inquiry proceedings before the Enterprise Chamber | Standing as a shareholder or works council above the applicable threshold; a reasoned petition setting out grounds to doubt sound policy | Interim measures can follow within weeks; the full inquiry runs longer | Court fee; the cost of the appointed investigator's work, which is borne by the company or the parties as the Chamber directs | An investigation into the company's conduct, and interim measures such as suspending the director or appointing an independent one |
| Personal liability claim against the director | Evidence that the director knew of the conflict and failed to declare it, and that this caused loss | Governed by its own limitation period, separate from the resolution's validity | Court fee for the value of the claim; the cost of quantifying loss | Damages, recoverable from the director personally, independent of the resolution's fate |
What decides between the routes
The nullity route only opens if the defect qualifies: a genuine absence of convocation, or a resolution taken on a subject never properly on the agenda, sits differently from a director simply staying silent about an interest, which typically makes a resolution voidable rather than void. Where the facts do not support nullity, the resolution's validity is settled and the question becomes conduct, not process.
The inquiry route is available even where the resolution cannot be reopened, because it examines governance, not a single vote. It fits where the concern is ongoing: the same director remains in office, or the pattern is likely to repeat. It is a public procedure and the company cannot keep it confidential.
The liability route is narrowest in scope but reaches money directly. It does not touch the resolution and does not require the company's cooperation, only proof of the director's knowledge, breach and the loss that followed.
The deadline that still runs
The period for a straightforward annulment claim is closed on the facts you have given us. That does not mean every clock has stopped. A liability claim against the director runs on its own limitation period, calculated from the moment the loss and the person liable became known, not from the vote itself. An inquiry request has no fixed deadline, but the Enterprise Chamber weighs delay against the applicant's stated interest, so waiting further narrows the practical case. Confirm the running period for the specific claim you intend to bring before you commit to a route.
Evidence to secure now
Board minutes and the convocation record for the meeting in question, showing whether the conflict was disclosed to anyone before the vote. The shareholder or director register extract from the trade register, dated, showing who held office and when. Any correspondence in which the conflicted party's interest in the underlying transaction becomes apparent. Valuation or advisory material touching the transaction the conflicted vote concerned, since the size of the interest often drives which route is worth pursuing.
Where the concern touches a wider reorganisation, the same evidence typically overlaps with what is needed for a director appointed without the right formalities, and the two situations are often assessed together rather than in sequence.
Cost drivers
The court fee for a civil claim scales with the value in dispute; for an inquiry request it is fixed by category rather than value. The larger cost driver in practice is expert and investigator time: an inquiry that leads to a full investigation carries the appointed investigator's fees, which the Enterprise Chamber allocates between the company and the parties. A liability claim's cost is driven by the work needed to quantify loss, which rises where the underlying transaction, for example a related-party financing arrangement, is complex. Questions of how a financing arrangement is characterised, as seen in cases where a financing structure is recharacterised as equity, add to that complexity when the conflicted transaction was itself a financing decision.
What we would do in the first week
Pull the trade register extract to confirm who held office and when the relevant filings were made. Establish, from the minutes and any written declarations, whether the defect is a nullity ground or a voidability ground now closed to you. Check the limitation period that applies to a personal liability claim against the director, calculated from actual knowledge, separately from the resolution's own deadline. Where the structure sits in a wider group, including a foreign holding layer, the ownership position is worth confirming in parallel, in the way that the ownership chain of a Cyprus structure would be confirmed for a comparable group. Any step that requires representation before a Dutch court is conducted with Dutch-qualified counsel of record.
What this does not cover
- The specific limitation period applicable to your claim, which depends on when the loss and the liable party became known and is not stated here as a number.
- The shareholding or interest threshold required to bring an inquiry request, which varies by company size and is not stated here as a figure.
- Claims by a third party who relied on the resolution in good faith before any challenge was brought.
- Governance issues in a foreign parent company, which fall outside Dutch procedure entirely, including the situation addressed in a director's exit in an energy and renewables group.
- Criminal exposure arising from the same facts, which is a separate track with its own rules.
Questions
Can a resolution still be annulled once the deadline has passed?
No. Once the statutory period for a claim of annulment has run, the resolution stands as valid, unless the defect is one the law treats as void rather than voidable, in which case no time limit applies to raising it.
What is the practical difference between a void and a voidable resolution here?
A void resolution never had legal effect, typically because of a fundamental defect such as no proper convocation at all. A voidable resolution, which covers most undeclared-conflict cases, is valid until successfully challenged within the statutory period, and stands permanently once that period passes unused.
If the resolution can no longer be challenged, can the director still be held personally liable?
Yes. A personal liability claim against the director does not depend on the resolution's validity. It runs on its own limitation period and requires proof that the director knew of the conflict, failed to declare it, and that this caused loss, independent of whether the vote itself can still be reopened.
Author
Sanne de Wit — Structures, holding and tax. Sanne works on ownership structures, director conduct within them, and the governance questions that follow when a structure spans more than one jurisdiction.
Where this leads
This situation sits within our corporate law and governance practice, and is most often assessed alongside a wider group reorganisation review rather than in isolation. Where the underlying group structure itself needs confirming before you decide between the routes above, a structure report sets out the current ownership chain and office-holders as filed, which is usually the first thing worth having in hand.
If you want the position set out for your specific facts before you choose a route, the next step is a route note.
Last legal review: 2026-09-30