The WBTR transition period ended on 1 July 2026: what it means for your bylaws and board liability

On 1 July 2021 the Dutch Management and Supervision of Legal Entities Act (WBTR) came into force. Five years later, on 1 July 2026, its most important transition period expired. Many boards of associations and foundations still have not amended their bylaws — here is what changed, what lapsed by operation of law, and what to do now.

What the WBTR regulates

• Conflict of interest: a board member with a personal interest conflicting with the organisation's may not take part in deliberation or decision-making on that matter.
• Multiple voting rights: one board member may never cast more votes than all others combined.
• Absence provisions: the bylaws must state who decides when the (entire) board is temporarily or permanently unavailable.
• Extended director liability: board members of informal associations and non-commercial foundations can also be held personally liable for improper management.

What changed on 1 July 2026

Provisions giving one board member more votes than all others combined remained valid for at most five years after the WBTR took effect. That period has now ended: such clauses have lapsed by operation of law, even if the bylaws were never amended. Decisions taken after that date on the basis of the old voting arrangement are open to challenge. The absence provision must be added at the next amendment of the bylaws.

Action plan for boards

1. Compare your current bylaws with the WBTR requirements (conflict of interest, voting ratios, absence provisions).
2. Put the amendment on the agenda — the general meeting decides for associations, the board for foundations.
3. Record decision-making in writing, especially where a conflict of interest played a role.
4. Visit the notary and file the amended bylaws with the Chamber of Commerce.

Governance beyond bylaws

The WBTR is ultimately about demonstrable good governance. Aqlemy for associations and foundations automatically logs decisions and financial changes, keeps the cashbook and annual statement current and stores key documents centrally — so proving good governance is a by-product of your normal administration.

This article is general information, not legal advice. Always consult a notary for amending bylaws.

Free tools for this article: the free model internal rules (Word) and the free board retirement schedule (Excel). Curious whether the rest of your governance is in order? Take the free board scan — 8 questions, 2 minutes, with the template that solves each open point.