A director was appointed without — 50/50 JV

# A director was appointed without the right formalities in a fifty-fifty joint venture

You are here because a director was put in place inside your fifty-fifty joint venture without the correct company law steps, and you need to know three things: whether the appointment holds, what your co-shareholder can do about it, and how much time is left before an informal problem becomes a formal one. Three routes are open. Doing nothing is not a fourth.

Why this happens more often in a 50/50 structure

A joint venture with equal shareholdings has no tie-breaking vote. When one side pushes through a director appointment without the required shareholders' resolution, without proper notice of the algemene vergadering (general meeting), or without the other shareholder's consent under the joint venture agreement, the other side often only finds out once the new director has already signed something. This is not a drafting slip. It is usually a symptom of a deadlock that the parties have not yet named as one.

What happens if you do nothing

The appointment stays on the record at the handelsregister (trade register) even though the underlying resolution is defective, and third parties — banks, landlords, counterparties — are entitled to rely on that register entry. Every contract, payment instruction or filing the improperly appointed director signs in the meantime carries the same defect and can be challenged later, at a point when unwinding it costs more than fixing it now. Your co-shareholder's ability to contest the appointment does not expire quickly, but the commercial damage the director can do in the meantime is not capped. The longer the appointment stands unchallenged and unratified, the more decisions there are to unwind.

The routes open to you

Route	Who acts	What drives the cost	Typical time
Ratify: convene a proper general meeting and pass a valid resolution	Both shareholders, or the shareholder holding the power to call the meeting under the joint venture agreement	Trade register filing charge; no dispute means no court involvement	Days to a few weeks, depending on notice periods in your articles
Negotiate a correction with the co-shareholder	Both shareholders, usually through counsel	Advisory time only; no court fee	One to a few weeks
Apply to the Enterprise Chamber for interim measures or an inquiry	The aggrieved shareholder, with Dutch-qualified counsel of record	A court fee applies under the applicable Dutch rules; contested proceedings add time and cost	Interim measures can move quickly; a full inquiry runs longer

The right route depends on whether your co-shareholder disputes the appointment or is willing to correct it. Ratification is available only where both sides can agree on the underlying resolution; where they cannot, the joint venture is already in deadlock and the Enterprise Chamber route becomes the mechanism that forces movement rather than a last resort.

The deadline that actually runs

There is no single fixed number of days here: the exact period depends on your articles of association, your joint venture agreement, and whether the defect goes to the validity of the resolution or only to a procedural formality that can be cured. What is fixed is the direction of travel: under the applicable Dutch rules, the longer a defective appointment stands unchallenged and is acted on, the more the register entry and everything signed under it are treated as relied upon by outside parties. Treat the deadline as running from the date you learned of the defect, not from the date the appointment was made.

What we would need to see before advising

The shareholders' resolution or minutes purporting to appoint the director, or confirmation that none exists
The articles of association and, where one exists, the joint venture or shareholders' agreement
The current trade register extract showing the appointment as filed
A list of what the appointed director has signed or authorised since taking office
Confirmation of whether the co-shareholder disputes the appointment or is prepared to ratify it

What this does not cover

It does not cover disputes about a director's conduct once validly appointed; that is a separate question.
It does not cover appointments in structures with more than two shareholders or unequal voting rights.
It does not tell you whether your specific appointment is valid; that depends on documents we have not seen.
It does not cover employment law consequences for the individual appointed.

Questions

Does the defective appointment mean every decision the director made is automatically void?

No. Under the applicable Dutch rules, a formal defect in the appointment does not automatically void every act taken afterwards; third parties who relied in good faith on the trade register entry are generally protected. This is precisely why speed matters: the exposure grows with each additional signed document, not because each one is automatically void.

Can my co-shareholder block a ratification meeting?

In a fifty-fifty structure, yes, if the articles or the joint venture agreement give both sides an equal say in convening or voting at the general meeting. That is the deadlock scenario the Enterprise Chamber route is designed for.

Is going to the Enterprise Chamber the only way to break a deadlock?

No. Negotiated correction is usually faster and less exposed than litigation, and most joint venture disputes over an appointment are resolved that way once both sides see the trade register exposure clearly. The Enterprise Chamber route exists for when negotiation has already failed.

What happens to the trade register entry while this is being resolved?

It stays as filed until a valid correcting resolution or a court order changes it. Third parties can continue to rely on it in the meantime, which is the practical argument for moving quickly rather than waiting to see what the co-shareholder does.

Do we need a structure report before deciding which route to take?

A current trade register extract and share register position are the minimum before any advice can be given; a structure report is one way to obtain both quickly and in one document if your own records are incomplete.

Written by

Sanne de Wit advises on corporate structures, holding arrangements and governance disputes, including joint venture deadlocks of this kind.

Next step

Book a 30-minute scoping call and bring the resolution, the articles and the current trade register extract; you will get a written view on which of the three routes fits your facts and what the next filing or filing deadline actually is. If your own records on the appointment or share register are incomplete, the structure report sets out the current tiers, contents and delivery times and can be ordered before the call.

A director was appointed without the right formalities in a fifty-fifty joint venture