Can I prevent myself from being fired if I am one of the 2 Directors registered?

[hanamici]

Hello everybody.

 

Sorry for the English, my Dutch is not good enough to explain the situation.

 

My story is the following:

 

I am at the same time Owner of 10% of a company in Breda, I am an employee of the company with a fixed (no deadline) contract, and I am also 1 of the 2 Directors registered (with "independent signature") at the KvK.

 

Now, our company is undergoing some financial difficulties.

 

In the past, I have been told, there was the possibility to receive some subsidies or to legally get the employees to reduce working hours to part-time in order to save some money for (hopefully) better times, but it seems that this option is not possible anymore (I've been asking the "Antwoord voor bedrijven" people).

 

So, the other Director (also owner of 10% of the company and employee at once) and the third employee (remaining shareholder with 80% of the shares) decided that the last resort was to fire me.

 

Of course I am just slightly against this decision, and therefore have the following questions:

 

1) Can the other Director go to the KvK and "take away" my rights as Director myself?

 

2) Can he even fire me at all? (What if I decide to fire HIM: is it like a gunslinger fight in a spaghetti-western movie, where who draws first wins?)

 

3) Do you have any tips to manage these kinds of situations? Give or take, we have 3-4 months worth of salaries if things don't change. What would you do?

 

Thank you in advance for your time and advice.

 

Regards,

 

H.

[ronaldinho]

The appointment and discharge is up to the general assembly of shareholders. With 80% of the voting rights, it is in fact the third employee/shareholder (who, by the way, is the only one not falling under the social security regulations) who decides which director stays and which one goes.

 

1. Yes. He is registered as authorised to act independently, and he is covered by the shareholders' decree.

2. No, but the 80% shareholder can (and apparently did, or intends to). This also implies you cannot fire the other director.

3. You can work harder, take a pay cut (taking into account the fiscal regulations for >5%-shareholders that carry out activities ('Gebruikelijkloonregeling', or regular/minimum wage rules), refrain from actual payment of the wages to the shareholders, provide for extra capital investments or loans, etc.

 

Please be aware that, even though the others can fire you, this does not mean you cannot claim any damages. It also does not say anything about the shares you hold - there may be a clause in your contract that you would have to sell your shares, though.

[hanamici]

Thank you very much for your prompt response and your tips.

 

I will definitely look into the issues you mentioned.

 

Thanks again!

 

Gr.

 

H.