What is decharge (discharge) of directors under Dutch law?

Dutch term: Decharge | Legal basis: Article 2:210 BW

Decharge (discharge) is a resolution of the general meeting of shareholders releasing the directors from liability for their management during the relevant financial year. It is a common agenda item at the annual general meeting of Dutch B.V.'s and N.V.'s.

Decharge is not absolute: it covers only matters that are apparent from the annual accounts and the information provided to the shareholders. It does not protect directors against liability for matters that were concealed or not disclosed. In bankruptcy, decharge has limited effect against the trustee's claims under article 2:248 BW.

Why it matters for international businesses

For directors of Dutch entities, obtaining annual decharge is standard practice but should not be relied upon as full protection against liability.