Your foundation is at risk — and you don't even know it yet

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.

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