Liability of a director or committee member

This information is provided by

Netherlands Chamber of Commerce, KVK

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Directors of Dutch legal entities are usually not personally liable for its operations, but there are exceptions. Find out what they are.

Usually not personal

Are you a director in a Dutch private limited company (bv) or public limited company (nv)? Or are you a committee member for a foundation (stichting) or an association (vereniging)? Then you are usually not personally liable for the organisation’s operations. The legal entity is liable itself. There are a few exceptions to this rule.

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 jeopardise 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 for the 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 KVK (Netherlands Chamber of Commerce)

As long as the legal entity has not been registered with 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 Administration and UWV

Are you a director for a legal entity that pays corporate tax (vennootschapsbelasting in Dutch), and are you unable to pay the instalments to the Tax Administration or the Employee Insurance Agency UWV on time? Notify the Tax Administration of your inability to pay (form ‘betalingsonmacht’, in Dutch) as soon as possible (within 2 weeks). A failure to do so may result in your being held personally liable. Do you owe either organisation money? If the debts result from mismanagement, you will have to pay for them 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 Netherlands Chamber of Commerce, KVK

This information is provided by

Netherlands Chamber of Commerce, KVK