# Decharge — where it comes from and what follows from it
Decharge (discharge, sometimes rendered as release from liability) is the resolution by which the general meeting confirms that it has no claim against a director or supervisory board member for the management conducted during the financial year the meeting is approving. It is granted at the same meeting that adopts the annual accounts, and it is limited to what the meeting actually knew at that point.
The Dutch term and its English translation
Decharge is used in Dutch corporate practice as a matter of corporate law and governance, in the Netherlands, for private and public limited companies alike. The closest English working translation is "discharge" or "release from liability for management conducted". It is distinct from deponering, the filing of the annual accounts themselves, and the two are frequently confused by readers outside the Dutch system.
Where it is recorded and who may see it
The discharge resolution is adopted at the general meeting and recorded in the minutes of that meeting, alongside the resolution approving the annual accounts. Unlike the accounts, the discharge resolution is not itself a document filed at the trade register, and it does not become public by that route.
| Record | Where it lives | Who can see it |
|---|---|---|
| Discharge resolution | Minutes of the general meeting, held by the company | Shareholders and the company; not public as such |
| Annual accounts | Filed at the trade register | Public |
| Board report referring to discharge | Sometimes noted within the filed annual report | Public, only if the company chose to include it |
A reader relying on the public file at the trade register will see that accounts were filed and for which years. Whether directors were discharged for those years is a separate fact, held internally, and it has to be asked for or reconstructed from minute books rather than read off the register.
Why it matters commercially
This term matters as a practice question of corporate law and governance, not as a formality. A properly granted discharge closes the door on a shareholder claim against a director for the management the meeting reviewed. Under the applicable Dutch rules, that protection reaches only what was disclosed to the meeting: facts kept back from the shareholders, or misrepresented in the accounts presented, fall outside the discharge granted on the basis of that presentation. This is also why a discharge resolution does not bind a Dutch court considering a liability claim brought later by a bankruptcy trustee on grounds that were not before the meeting.
For anyone assessing a Dutch counterparty or a Dutch group with a foreign parent, the practical question is rarely whether a discharge exists on paper. It is whether the facts underlying it were complete, and whether that can still be checked.
A worked illustration
Take a private company with two directors. At the annual general meeting, the shareholders approve the accounts for the year and adopt a discharge resolution covering that year. Six months later, a creditor's claim in a separate dispute brings to light a related-party loan that one director had arranged but not disclosed in the figures presented to the meeting. Because the discharge covered only what the meeting saw, it does not protect that director against a claim arising from the loan that was kept out of the accounts. The other director, who had no part in arranging or concealing it, remains covered by the same resolution for everything that was disclosed.
Adjacent terms
The filing of the annual accounts at the trade register, deponering, is the public act that discharge is often mistaken for: one is a filing, the other is an internal resolution. Where discharge is being tested against a set of accounts prepared for a transaction rather than a full year, the relevant reference point is the treatment of completion accounts. Where the concern is whether discharge was properly granted across every entity in a group with a foreign parent, the starting point is usually a group map rather than a single company's minutes. And where the underlying dispute is that one director acted without the others and bound the company, that pattern is set out separately in the account of a co-director acting alone and binding the company.
What this does not cover
- The statutory conditions under which a discharge can later be challenged or set aside.
- Discharge in group structures where a parent, rather than a general meeting of the subsidiary, effectively controls the resolution.
- The separate question of directors' liability towards third parties, which discharge by shareholders does not touch.
- Any statutory article number or Gazette reference for the underlying rule, pending confirmation in the source registry.
Questions
Is discharge the same as filing the annual accounts?
No. Filing, deponering, is a public act at the trade register. Discharge is an internal resolution of the general meeting and is not itself filed or made public by that route.
Does discharge protect a director against every later claim?
No. It protects against claims arising from the management the meeting reviewed, on the basis of what was disclosed to it. Facts withheld or misstated at the time fall outside the protection.
If you need to establish whether directors of a specific Dutch entity were discharged, and on the basis of which accounts, a structure report sets out the filing history held at the trade register against which any claimed discharge can be checked. For the wider question of how discharge fits within director liability generally, see the corporate law and governance practice, or the same practice's governance service page for how this is handled in a live matter.
Author: Eva Kuipers, governance and the Enterprise Chamber. Eva works on shareholder disputes, director liability and the procedures before the Enterprise Chamber.
Last legal review: 2026-09-23