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Imagine this: you're a board member of a foundation. One morning, you receive a court document. A judge has decided to appoint a temporary director who can block your decisions, without you ever having had the chance to defend yourself. Sounds far-fetched? It's perfectly valid Dutch law.
What happened?
A group of heirs had inherited share certificates issued by a foundation. They claimed that the current board members were siphoning off funds and systematically undermining their position. They went to court, not just to remove the board members, but to have a temporary director appointed immediately, without first hearing from the board.
What did the court decide, and why does it matter?
The court granted the request. An independent temporary director was appointed with decisive authority: every internal or external board action required his prior written approval.
Notably, this happened ex parte, without hearing the sitting board members. This is legally permitted when urgency or seriousness justifies it. The Supreme Court has confirmed this does not violate the right to a fair trial. The board members could only defend themselves later, through a statement of defence.
This mechanism, a temporary director who also investigates and reports to the court, is known in practice as the mini-inquiry. It resembles the inquiry procedure at the Enterprise Chamber, but for foundations.
What does this mean for you as a board member?
- You can be sidelined before you know it. An ex parte measure means: decide first, hear later. As a board member, you're faced with a fait accompli.
- Any interested party can initiate this. Think heirs, certificate holders, or others with a legally recognised interest. The threshold is lower than most board members realise.
- A temporary director has far-reaching powers. They can block your decisions, conduct investigations and report directly to the court.
- Dismissal comes later, but the damage is already done. The reputational and governance damage of a temporary director is often greater than the eventual ruling.
What should you do now?
Ensure your foundation is demonstrably well-governed. Document decision-making properly, avoid conflicts of interest, and make sure relationships with certificate holders or other stakeholders are clearly recorded. Is there already conflict? Seek legal advice immediately, don't wait until the summons arrives.
Case Reference
This post is based on ECLI:NL:RBDHA:2025:27611.
Do you have a legal question following this ruling?
Mr. Vincent Besters is a specialised business lawyer in Amsterdam with over 16 years of experience. Feel free to get in touch for an initial consultation.
