Legal questions about bankruptcy and management

Questioner

I have a holding company A (100%) that was declared bankrupt this week (at my request). This holding company has a 50% stake in Holding B, which then has 3 operating companies. Holding B is the director of the three operating companies. The receiver now states that he cannot be a director of Holding B and the underlying operating companies, and that I will remain a director of Holding B and the 3 operating companies. My question is whether that is possible? After all, I am a (former) director of a bankrupt holding company and have therefore also been dismissed as an employee (I had an employment contract within holding company A).

Lawyer

Holding B has a bankrupt (major) shareholder, but is not bankrupt itself and therefore still exists. If you were personally statutory director of Holding B, you still are. If Holding A was the statutory director of Holding B and you were the sole director of Holding B on behalf of Holding A, then I do not see how you can continue to manage Holding B and its three operating companies on behalf of Holding A after losing your position as director of Holding A.

Questioner

Thanks for your quick response. I really appreciate it! Holding A is indeed the statutory director of Holding B. I had a personal employment contract with Holding A, which has just been terminated in writing by the trustee. However, the curator stated in a letter earlier that day that; - my corporate management duties remain unaffected, for example maintaining the administration and, - in our case, an application for suspensions of payment or the bankruptcies of the three granddaughters. The trustee also states that he has not yet received the articles of association of the bankrupt, but he does not think it is possible for me to resign as director, but that I would first have to ensure that the bankruptcies of the granddaughters are filed. The trustee also states that, in his opinion, it is even conceivable that I, as a director, could be held liable if I were to resign as a director at this stage and leave the companies. In my opinion this is all very contradictory and legally (as far as I reason logically) not possible. What can I do about this?

Lawyer

It appears that the trustee has merely terminated the employment contract, so that you are no longer entitled to wages, but that you are still a director of the bankrupt holding company A. What the trustee is referring to is that, as a 'director-major shareholder' of the bankrupt holding company, you still have (corporate) responsibilities that continue after the bankruptcy of Holding A. For the settlement of the bankruptcy of Holding A, it will probably be unavoidable to also involve Holding B and the operating BVs. A conflict of interest may arise here, since Holding A will also have to deal with the interests of the other (50%) shareholder(s) in Holding B and the operating BVs under it. The trustee may expect you to make an effort to optimally settle the bankruptcy of Holding A for the benefit of the creditors of Holding A. Failure to do so may result in a personal unlawful act on your part, so that you are personally liable for any resulting damage.