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Government information for entrepreneurs

Liability of a director or committee member

This information is provided by

Netherlands Chamber of Commerce (KVK)

Usually not personal

If you are a director in a private or public limited company or a committee member for a foundation or an association, you are usually not personally liable for the organisation’s operations. But there are a few exceptions.

Mismanagement

If you fail to perform your duties as a director, the legal entity can hold you responsible for any damages. This is called ‘internal directoral liability’, and it can be invoked in cases of ‘serious reproach’. For instance, if you jeopardize your association or company by seriously neglecting your financial responsibilities, or if you enter a loan at an exorbitant interest rate. An association or foundation could even go bankrupt as a result of incompetent directorship. In that case, the directors can be held privately liable for the debts. You may also be personally liable fort he fulfillment of debts to third parties. This is called ‘external directoral liability’. This applies, for instance, if the legal entity goes bankrupt as a result of your failure to perform your duties correctly.

Not registered at the KvK (Chamber of Commerce)

As long as the legal entity has not been registered with the KvK after its foundation with a civil law notary, you as a director can be held liable for any transactions performed on behalf of the legal entity.

Liability for payments to the Tax office and UWV

Are you a director for a legal entity that pays partnership taxes (vennootschapsbelasting in Dutch), and are you unable to pay the instalments to the Tax office or UWV on time? Notify the Tax office of your inability to pay (form ‘betalingsonmacht’, in Dutch) as soon as possible (within two weeks). A failure to do so may result in your being held personally liable. Do you owe either organization money? If the debts result from mismanagement, you will have to pay fort hem out of your private funds.

Informal association

Are you a director in an association that has not been established by a notarial deed? In that case, the association and its committee are equally liable for its financial obligations.

Unlawful act

The jurisprudence rules that you can be held personally liable by a duped party, if you have committed an ‘unlawful act’. For example, if you make a purchase which you know the legal entity cannot pay for. The seller can hold you personally liable for the outstanding debt. In this way, the protection provided by a legal entity can be annulled.

Questions relating to this article?

Please contact the Startup Information Desk (KVK)

+31 88 585 2222

This information is provided by

Netherlands Chamber of Commerce (KVK)