Discharge
Discharge (decharge) is a release granted to directors or supervisory directors for the policy pursued, to the extent the competent meeting could take note of it.
What does discharge mean?
Discharge (decharge) is a release granted to directors or supervisory directors for the policy pursued, to the extent the competent meeting could take note of it.
Adopting the annual accounts of a BV does not automatically give discharge. A separate resolution and its scope deserve attention. Unknown facts are not covered by a release.
How does it work?
Discharge is a resolution of the general meeting by which the company waives its right to hold directors or supervisory directors to account for the policy in a financial year. Adoption of the annual accounts does not include that resolution (art. 2:210(3) DCC); it is a separate item on the agenda. One exception: if all shareholders are also directors and signing the annual accounts counts as adoption, that adoption does serve as a release (paragraph 5), unless the articles of association exclude this route.
The release goes no further than what the meeting could know. In 1997 the Hoge Raad (Dutch Supreme Court) held that discharge does not extend to information that is not apparent from the annual accounts or was not otherwise disclosed to the general meeting before it adopted the annual accounts (ECLI:NL:HR:1997:ZC2243). Discharge also works only between the company and the director. After a bankruptcy a trustee can hold directors liable for manifestly improper management; a release granted does not stand in the way (art. 2:248(6) DCC).
Example
A BV with two shareholders and one director, who holds no shares himself, meets on 12 June 2026. Agenda item 3: adoption of the 2025 annual accounts, with a profit of € 85.000. Agenda item 4: discharge of the director for the management conducted in 2025. Both resolutions are passed. In 2027 it turns out that in 2025 the director lent € 40.000 to a business contact, without this being apparent from the annual accounts or mentioned in the meeting. The discharge does not cover that act; the BV can hold the director liable for the damage.
In the annual accounts
Decision-making around the annual accounts; not a balance sheet or P&L item.
Difference from adoption
Adoption is about the figures: the general meeting makes the annual accounts final and thereby determines the profit. Discharge is about people: the company releases directors and supervisory directors from liability for the policy pursued. The meeting can adopt the annual accounts and refuse or postpone discharge, for example until an investigation is completed. See Adopting annual accounts.
Common mistakes
- Reading adoption automatically as discharge
- Assuming unknown facts are covered
What should you watch for?
- Put discharge as a separate agenda item in the notice and record the resolution in the minutes or the shareholders' resolution, per director and per financial year.
- Give the meeting in advance the information for which you want a release; what is not in the annual accounts or the meeting documents is not covered.
- If the director-major shareholder (DGA) is sole shareholder and sole director, the release follows from the signing, if the articles of association do not exclude it. The size class plays no role. See Adoption in a holding company with one DGA.
Legal basis and source
art. 2:210(3) DCC
Frequently asked questions
Is discharge mandatory?
No. The law does not oblige the general meeting to grant discharge. The meeting may adopt the proposal, limit it to certain subjects or reject it.
Does discharge protect against liability in bankruptcy?
No. The trustee's claim for manifestly improper management remains possible; art. 2:248(6) DCC provides that a release granted does not stand in its way. Third parties, such as creditors, are not bound by the discharge either.
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Preparing Dutch annual accounts?
Your first set of annual accounts is free, for every size class. Create an account and prepare the annual accounts of your Dutch company under Title 9 of Book 2 of the Dutch Civil Code.
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