Belet en ontstentenis
Inability and absence
"Impediment and absence" refers to the situation in which a director or commissioner is temporarily unable to perform his duties owing to absence or another impediment.
In Dutch corporate law, provisions governing inability to act and vacancies regulate how decision-making within a corporate body, such as the board of a private limited company (BV) or public limited company (NV), proceeds when one or more members are unavailable. This prevents operational stagnation and safeguards the continuity of the legal entity.
Such rules are frequently set out in the articles of association, for instance by designating an alternate director or providing that a minimum number of members present constitutes a quorum. In practice, these arrangements are relevant in cases of illness, holiday or other unforeseen circumstances preventing a director from performing their duties.
The concept is enshrined in the Dutch Civil Code and case law, and bears on questions of liability and the validity of resolutions.
“In the event of the sole director's inability to act or vacancy, the substitute designated by the articles of association shall act in his place.”
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