Decharge bij de BV en NV
This dissertation examines the meaning, legal nature, and scope of decharge (discharge from liability) in Dutch corporate law. The central question is whether decharge, in its current form, should be maintained and whether statutory codification could provide greater clarity.Historically, decharge originated as a financial instrument. Its roots can be traced to pre-codification practices, including Greek and Roman forms of account and discharge, as well as seventeenth-century maritime practice. In early Dutch corporate law, decharge primarily functioned as a receipt confirming proper financial management. Under the contractual view of the company, the relationship between directors and shareholders resembled one of agency, and the scope of protection largely depended on the director’s duty to account.With the emergence of the institutional view of the company, decharge acquired a broader function. It developed into an element of corporate accountability, extending beyond financial reporting to include policy decisions and strategic choices.The Dutch Supreme Court case law has consistently limited the scope of decharge. It applies only to matters apparent from the annual accounts and related documents; concealed or undisclosed conduct remains outside its protection. Corrective safeguards, such as the annulment of resolutions and the principle of reasonableness and fairness, allow courts to remedy unfair or disproportionate outcomes.The dissertation identifies a key tension in legal practice: decharge is often treated primarily as a release from liability, while its governance function as a vote of confidence receives less attention. The analysis concludes that decharge remains a valuable instrument but would benefit from a clearer statutory framework. Codification in Book 2 of the Dutch Civil Code is therefore recommended.