Introduction
A director of a foundation in Gelderland rented a home at the foundation's expense, had testosterone treatments reimbursed from the foundation's funds, and took almost €79,000 worth of precious metals home. Besides these withdrawals — more than €128,000 in private expenditure in total — he neglected contact with an essential supplier and breached safety standards. In January 2026, the Gelderland District Court ruled that this director had to be removed from office (ECLI:NL:RBGEL:2026:414).
The court acted on the basis of Section 2:298 DCC, the provision that gives the civil court the power to remove a foundation director on application or of its own motion. But such judicial removal is by no means a matter of course. The bar is high. Complaints must be substantiated in concrete terms, the misconduct must be structural in nature, and the court respects the discretion that a board enjoys in conducting policy. In eight of the eighteen decisions analysed in this overview, the petition was rejected in full.
What follows sets out the statutory framework, the threshold for removal, the grounds that lead to a grant in practice, and the reasons why district courts reject petitions.
Statutory framework: Section 2:298 DCC and the competent court
Section 2:298 DCC gives the court the power to remove a director of a foundation. A petition to that end may be brought by the Public Prosecution Service or by any interested party. As grounds, the statute lists: neglect of duty, acting or failing to act in breach of the law or the articles of association, and serious cause. The court is not required to establish one of these grounds explicitly — a combination of factors that together constitute serious cause may also suffice.
The category of who qualifies as an "interested party" is broad. The case law shows that fellow directors are unquestionably regarded as interested parties. In 2024, the Oost-Brabant District Court held that rival governing factions could bring petitions for removal against each other — the admissibility of both groups was beyond doubt (ECLI:NL:RBOBR:2024:4866). Even former directors qualify in principle as interested parties, provided that during their term of office they were involved in the matters giving rise to the petition (ECLI:NL:RBMNE:2024:6804).
Which court has jurisdiction?
The rule on jurisdiction is set out in Section 995(1) DCCP: jurisdiction lies with the court of the legal entity's place of residence, that is, the district court of the district in which the foundation has its registered office. This rule is lex specialis — it takes precedence over the general forum rule of Section 262 DCCP. The place of residence of the petitioner or the respondent is irrelevant. In April 2025, the Gelderland District Court declared itself without jurisdiction because the foundation had its registered office in the district of Overijssel, even though the petitioner and the respondent both lived in Gelderland (ECLI:NL:RBGEL:2025:3205).
Section 995(2) DCCP provides that the petition must state the name and place of residence of the legal entity. More important in practice is subsection 3: the court shall in any event order the legal entity to be summoned. The petitioner therefore does not have to join the foundation as a formal party to the proceedings; the court requires its appearance of its own motion. The registrar sends the summons by registered letter (Section 272 DCCP), at least one week before the hearing (Section 276 DCCP), unless the court orders otherwise.
The threshold for judicial removal
The court exercises restraint. The decisions analysed repeatedly emphasise that not every board conflict, not every difference of opinion on policy, and not every suspicion of mismanagement leads to removal. The legislature has given the court a discretionary power — not an obligation to intervene as soon as a petitioner complains. Four elements mark out the high threshold.
Concrete evidence, not suspicions. The Noord-Holland District Court rejected a petition because the accountant's report submitted by the petitioners merely raised questions about the financial policy, without actually proving mismanagement (ECLI:NL:RBNHO:2022:11609). Suspicions, however strong, are insufficient for judicial intervention.
Structural in nature. Isolated mistakes or a one-off decision that turns out badly in hindsight do not justify removal. The district court examines whether there is a pattern of conduct that harms the foundation or its object.
Board discretion. A board has room to make policy choices within the limits of the law and the articles of association. In 2023, the Noord-Holland District Court refused to remove a director who had decided to terminate an engagement with an external party — a decision that a reasonable board could take, even if others disagreed with it (ECLI:NL:RBNHO:2023:2053).
Distinction between conflict and misconduct. Where a board conflict has been fuelled by both parties, the removal of only one party is not justified. In 2022, the Amsterdam District Court found that the conflict had been caused by both sides and that the current directors were able to take decisions effectively — a reason to reject the petition (ECLI:NL:RBAMS:2022:3646).
When does the court grant the petition?
In ten of the eighteen decisions analysed, the petition was granted or upheld on appeal. The cases that were granted reveal three dominant patterns: financial abuse, self-enrichment through parallel structures, and neglect of duty.
Financial abuse and embezzlement
The most common ground for a grant is proven withdrawal of foundation funds for private purposes. In the Gelderland case of January 2026 (ECLI:NL:RBGEL:2026:414), the district court found that over several years the director had had rent, health-care costs of a personal nature and subscriptions to adult websites paid by the foundation, and had in addition withdrawn almost €79,000 worth of precious metals. In total: more than €128,000 in private withdrawals. The thrust of the ruling: this is not board freedom but structural self-service.
In a The Hague case of June 2023 (ECLI:NL:RBDHA:2023:9453), the founders of a foundation diverted more than €380,000 in donations through private accounts. The money went to personal expenses. The Hague District Court found a manifest breach of the law, the articles of association and the object of the foundation.
In 2022, the Zeeland-West-Brabant District Court removed two directors: one who systematically embezzled funds, and one who covered it up (ECLI:NL:RBZWB:2022:2620). Both directors were also given a five-year director disqualification. Repayment of the embezzled amount did not prevent removal: the systematic nature of the conduct remained decisive for the ruling.
Self-enrichment through parallel structures
A second pattern concerns directors who use the resources, name or activities of the foundation for their own entities. In October 2023, the Gelderland District Court removed two directors who received structural remuneration through an interposed private limited company (BV), without any basis in the articles of association and without adequate accounting in the annual accounts (ECLI:NL:RBGEL:2023:6339). The misleading annual reports — which concealed the arrangement — weighed heavily in the ruling.
In the Sea Shepherd case, the founders of the official foundation set up parallel organisations that drew donors and resources away from the legitimate foundation, using its name, logo and goodwill without permission (ECLI:NL:RBAMS:2023:8451). The Amsterdam District Court found a fundamental breach of the foundation's object.
A variant arose in the face-mask case (ECLI:NL:RBAMS:2022:4160): a director of a non-profit foundation was also the managing director of a competing commercial entity. The separation between the two was inadequately documented, there was no external oversight and no written decision-making. The Amsterdam District Court granted the removal and imposed a five-year director disqualification. The Amsterdam Court of Appeal upheld this ruling on appeal (ECLI:NL:GHAMS:2023:1395).
Neglect of duty and unreachability
In January 2026, the Hague District Court gave judgment in a case in which a director had become entirely unreachable, refused to cooperate in the completion of a sale transaction and exercised no supervision over the underlying companies (ECLI:NL:RBDHA:2026:2097). Debts remained unpaid. The district court found neglect of duty, granted the removal and appointed a temporary director.
When does the court reject the petition?
Eight of the eighteen decisions ended in a rejection. The common denominator is that the petitioners failed to meet the threshold: either through insufficient evidence, or through a misjudgement of what qualifies as misconduct.
Insufficient substantiation
The most common reason for rejection is that complaints are not substantiated in concrete terms. In a Noord-Holland case (ECLI:NL:RBNHO:2022:11609), the petitioners relied solely on an accountant's report that raised questions but gave no answers. The district court refused to intervene on the basis of suspicions. The same picture emerged in an Overijssel case (ECLI:NL:RBOVE:2026:461): complaints about conflicts of interest, financial mismanagement and neglect of duty had not been made concrete, and some of the petitioners were declared inadmissible.
Board discretion and differences of opinion on policy
In 2023, the Noord-Holland District Court found that the board's decision to give notice to an external contractor was not supported by a group of volunteers, but that a reasonable board could take such a decision (ECLI:NL:RBNHO:2023:2053). The mass withdrawal of volunteers following this decision — a consequence of a situation they had created themselves — did not constitute a ground for judicial intervention. In 2024, the Gelderland District Court rejected a similar petition from heirs who could not concretely substantiate what the board should have done differently (ECLI:NL:RBGEL:2024:2742).
Conflict of interest without concrete influence on decision-making
In 2022, the Amsterdam District Court found that the respondent director held ancillary positions that could lead to undesirable situations, but that there were no concrete instances in which the conflict of interest had actually influenced decision-making (ECLI:NL:RBAMS:2022:3646). Moreover, the ancillary positions had been known at the outset of the directorship. Where a conflict has been fuelled by both sides, the removal of one party is not proportionate — the district court rejected the petition in its entirety.
Inadmissibility and lapsed interest
If the director leaves voluntarily before the court decides, the basis for the petition lapses. In December 2025, the Midden-Nederland District Court rejected a petition because the directors concerned had already stepped down (ECLI:NL:RBMNE:2025:6830). In another case before the same court (ECLI:NL:RBMNE:2024:6804), three of the four petitioners were declared inadmissible because they did not qualify as "interested parties". For the petitioner who was admissible, the district court found no ground for removal: the finances were in order, the annual accounts had been approved and the board had acted in consultation.
What does this mean in practice?
For directors of foundations, the message is: financial abuse leaves no margin. As soon as a private interest becomes mixed with the foundation's assets — without a basis in the articles of association and without transparent accounting — there is a real risk of judicial removal. The same applies to directors who run a parallel entity that competes with or parasitises on the foundation. The case law makes clear that the person who covers up embezzlement is also removed, not only the perpetrator.
For petitioners, the point is that suspicions, reports that merely raise questions, and generalities about "mismanagement" or "loss of confidence" are insufficient grounds for a grant. Anyone bringing a petition for removal must have concrete documentary evidence of structural misconduct. The petition is brought before the district court of the foundation's registered office, regardless of the place of residence of the petitioner or the respondent (Section 995(1) DCCP). The petitioner does not have to summon the foundation: the court orders this of its own motion under Section 995(3) DCCP.
For fellow directors in conflict, it is relevant that the case law allows petitions brought by rival governing factions against each other. Both factions are in principle admissible. The district court then assesses each petition separately on its merits and considers who meets the threshold.
Disputes about the functioning of a foundation's board touch on the broader field of corporate litigation. Similar questions about directors' failings also arise in relation to the liability of directors following bankruptcy, albeit on a different statutory basis.
Frequently asked questions
Can a former director bring a petition for removal under Section 2:298 DCC?
Yes. Former directors qualify in principle as an "interested party" within the meaning of Section 2:298 DCC, provided that during their term of office they were involved in the matters giving rise to the petition. The Midden-Nederland District Court confirmed this in 2024: the former director who had left eight months earlier retained standing (ECLI:NL:RBMNE:2024:6804).
What if the foundation does not appear in the proceedings?
Section 995(3) DCCP requires the court to summon the legal entity in any event. The foundation therefore does not have to be joined as a party by the petitioner; the registrar sends the summons by registered letter (Section 272 DCCP), at least one week before the hearing (Section 276 DCCP). The absence of the foundation as a formal party is no bar to the proceedings.
Can a director be removed if the embezzled amount has since been repaid?
Repayment does not restore confidence where the misconduct was structural. Despite repayment, the Zeeland-West-Brabant District Court imposed both removal and a five-year director disqualification, on account of the systematic nature of the embezzlement (ECLI:NL:RBZWB:2022:2620).
Source — grants: ECLI:NL:RBDHA:2026:2097 (The Hague District Court, 29 January 2026) | ECLI:NL:RBGEL:2026:414 (Gelderland District Court, 19 January 2026) | ECLI:NL:GHAMS:2025:3628 (Amsterdam Court of Appeal, 10 December 2025) | ECLI:NL:RBAMS:2023:8451 (Amsterdam District Court, 20 December 2023) | ECLI:NL:GHDHA:2023:2684 (The Hague Court of Appeal, 19 December 2023) | ECLI:NL:RBGEL:2023:6339 (Gelderland District Court, 20 October 2023) | ECLI:NL:RBDHA:2023:9453 (The Hague District Court, 29 June 2023) | ECLI:NL:GHAMS:2023:1395 (Amsterdam Court of Appeal, 20 June 2023) | ECLI:NL:RBAMS:2022:4160 (Amsterdam District Court, 21 July 2022) | ECLI:NL:RBZWB:2022:2620 (Zeeland-West-Brabant District Court, 12 May 2022)
Source — rejections: ECLI:NL:RBMNE:2025:6830 (Midden-Nederland District Court, 8 December 2025) | ECLI:NL:RBMNE:2024:6804 (Midden-Nederland District Court, 27 November 2024) | ECLI:NL:RBGEL:2024:2742 (Gelderland District Court, 6 May 2024) | ECLI:NL:RBNHO:2023:2053 (Noord-Holland District Court, 10 March 2023) | ECLI:NL:RBNHO:2022:11609 (Noord-Holland District Court, 22 December 2022) | ECLI:NL:RBAMS:2022:3646 (Amsterdam District Court, 30 June 2022) | ECLI:NL:RBOVE:2026:461 (Overijssel District Court, 30 January 2026) | ECLI:NL:RBAMS:2015:4381 (Amsterdam District Court, 13 May 2015)
Jurisdiction: ECLI:NL:RBGEL:2025:3205 | ECLI:NL:RBOBR:2024:4866