The Empty Chair Test

Who occupies the founder’s empty chair for 30 days?

A founder’s temporary absence often reveals a weak point faster than a conversation focused only on death.

Insight0314 minutes
01

One person may combine four systems

A Dutch owner-director — directeur-grootaandeelhouder (DGA) — is often simultaneously director, shareholder, bank signatory and the principal holder of practical knowledge. When that person's chair is empty, these functions do not pass automatically to one relative.

During the first day, signature, payments and the authorised contact matter. During the first month, payroll, clients, management and shareholder decisions matter. After one year, the system needs a sustainable replacement and an economic outcome for the family.

02

Value, vote and management are designed separately

A child who works in the business may be a suitable manager, but that does not resolve the allocation of value. Children outside the business may hold an economic interest without an operational role. Shareholder voting and director management also require different legal bases.

A matrix covering three events—unavailability, incapacity and death—and three time horizons—24 hours, 30 days and 12 months—makes these distinctions visible before a share-administration foundation, shareholders' agreement or tax route is selected. Tax relief does not cure the absence of a lawful decision-maker.

Business continuity

Value, voting power and management do not have to move together.

Separate the three functions so the family knows who benefits economically, who makes ownership decisions and who runs the company.

Continuity without lost control
  1. 01Value

    Economic benefit

  2. 02Vote

    Owner decisions

  3. 03Management

    Daily operation

Conclusion after the explanation

Knowledge of the business is not a substitute for director, shareholder or banking authority.

Signals

Review this if you recognise your situation

  • only the founder can sign or instruct the bank
  • the team knows the substitute but no corporate appointment exists
  • children have been promised ‘equal shares’ without defined roles or liquidity

Next actions

What to do next

  1. 01work through 24 hours, 30 days and 12 months
  2. 02separate director, shareholder and bank roles
  3. 03frame questions for corporate counsel and the bank

Apply it to your situation

Owner-director succession matrix

An agenda across events and time horizons for company, valuation, liquidity and tax tasks.

Open the roadmap

Professional review

Owner-director and business succession control

A Dutch owner-director (directeur-grootaandeelhouder) combines a substantial shareholding with daily management. The work begins with the successor, authority, family liquidity and the founder's reserve. The group is then opened up across assets, the holding chain, property, ownership periods and planned changes. Only after that map does a specialist separately confirm the Dutch gift-and-inheritance-tax business succession relief and the substantial-interest income-tax rollover.

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