A director was appointed without the right formalities after the statutory deadline has passed
You are here because a director's appointment was never filed correctly, and the period allowed for putting the registration right has already run out. Three routes remain open: an administrative correction, a fresh shareholders' resolution, or a judicial ruling if someone now disputes the appointment. Doing nothing leaves the company's authority to bind itself in open question.
What happens if you do nothing
The handelsregister (Commercial Register) is what counterparties, banks and notaries check before they deal with your company. If it does not show a validly appointed director, or shows one whose appointment was never properly resolved, three things follow. First, contracts the director signed since the appointment can be challenged by the other side, on the basis that the person signing lacked authority. Second, a bank, notary or counterparty who discovers the gap may simply pause a transaction until it is fixed, which is slower and more visible than fixing it now. Third, the individual director carries personal exposure that grows the longer the register and the underlying resolution disagree with each other.
None of this is retroactively cured by time passing. The gap does not close itself, and a longer gap is harder to explain to a counterparty than a short one.
The three routes open to you
| Route | Who acts | What drives the cost | Typical time |
|---|---|---|---|
| Administrative correction | The company, filing a corrected registration with the Commercial Register | The register filing fee; no other party's involvement | Days, once the underlying resolution is sound |
| Fresh shareholders' resolution | The aandeelhoudersvergadering (general meeting of shareholders), then the company files | Whether a meeting must be convened formally; the number of shareholders to reach; translation of documents if any shareholder is abroad | One to a few weeks, depending on notice periods in the articles of association |
| Judicial ruling on the appointment | A Dutch court, or the Ondernemingskamer (Enterprise Chamber) if it is a governance dispute between shareholders, conducted with Dutch-qualified counsel of record | The court fee; the number of parties joined; whether interim measures are sought | Weeks to months, and considerably longer if contested |
The first route is available only where nobody actually disputes that the director was meant to be appointed, and the paperwork simply failed. The second is the route when the underlying decision was never taken properly at all. The third becomes necessary the moment a shareholder, creditor or counterparty puts the appointment itself in issue, rather than just the filing.
What we need to see before we can advise
- The original appointment decision, if one exists in any form, and the handelsregister extract as it stands today.
- The company's articles of association, specifically the clauses governing appointment and any notice requirements for shareholder meetings.
- Every contract or resolution the director has signed since the appointment date.
- Whether any shareholder, creditor or counterparty has already raised the point, in writing or otherwise.
- Whether the director in question has since resigned, been replaced, or remains in post.
Without these five items we cannot tell you which of the three routes is open to you, let alone which is fastest.
The deadline that is still running
The statutory period for registering the appointment has already passed, and that particular clock cannot be turned back. What keeps running instead is exposure: the period during which a third party who relied in good faith on what the register showed, or did not show, can hold the company to acts taken during the gap. That exposure does not start again when you correct the filing, and it does not stop until the correction is made and the underlying decision is sound. Under the applicable Dutch rules, the earlier the correction, the narrower the window in which someone can point to the gap.
What this does not cover
- Removing or replacing a director where the appointment itself is not in dispute.
- Any criminal exposure arising from a deed signed on the basis of the defective appointment.
- Register formalities outside the Netherlands, where the company or director also holds a foreign role.
- A substantive dispute between shareholders about who should hold the office, once the formality question is resolved.
- An estimate of the company's financial exposure from acts taken during the gap; that is a separate, fact-specific question.
Questions
Can the appointment be corrected without going back to the start?
Usually yes, where nobody disputes that the appointment was intended and only the paperwork failed. The company files a corrected registration supported by evidence of the original decision. Where the original decision cannot be evidenced at all, a fresh resolution is the safer route.
Does the company remain bound by contracts the director already signed?
In most cases the company remains bound to a counterparty who dealt with the director in good faith, regardless of the internal gap. The counterparty's position is generally stronger than the company's here, which is why closing the gap quickly matters more than arguing about it.
What happens if a shareholder now disputes the appointment?
Once a shareholder actively disputes it, the administrative and resolution routes are no longer enough on their own. A court, or the Enterprise Chamber where the dispute is about governance rather than a single decision, becomes the forum that settles the question.
Do we need a court ruling, or is a corrected filing enough?
A corrected filing is enough where the facts are not contested. A court ruling becomes necessary only once a party with standing to object actually objects, in writing or by refusing to deal with the company on the strength of the appointment.
What if the director has since resigned or been replaced?
The gap in the earlier period does not close automatically just because someone new now holds the office. Acts taken during the unresolved period still need to be regularised or at least reviewed, even if the person concerned has moved on.
Sanne de Wit
Structures, holding and tax. Advises on appointment, registration and corporate structure questions where the handelsregister position and the underlying resolution have come apart.
Next step
Book a 30-minute scoping call and bring the five items listed above; we tell you on that call which route applies and what it will take to close the gap. Where the underlying corporate structure itself needs mapping before the appointment question can be settled, a structure report sets out the entity's shareholding and officer history as currently held on the register.
Related reading: a dividend paid where the company cannot meet its debts, a fiscal unity broken by a share transfer, beneficial ownership reporting for a French entity, and director tax liability exposure.
Last legal review: 2026-09-30