Directors' Liability in the Netherlands

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Law & More advises directors and supervisory directors of Dutch BVs and NVs on personal liability, both to prevent it and when a claim from the company, a creditor or a bankruptcy trustee arrives. We support entrepreneurs in the correspondence and negotiations with the claimant and the insurer, and in proceedings, in Dutch and English. The first step is a free introductory meeting in which we review the claim and the documents it relies on.

Clients rate Law & More 9.6 out of 10 on Klantenvertellen, the Dutch review platform (81 reviews, as of October 2026).

What can we help you with?

a liability claim from the company or its shareholders under Article 2:9 of the Dutch Civil Code;
a creditor who holds you personally responsible for a debt of the company;
a bankruptcy trustee who alleges improper management, together with our bankruptcy lawyers;
the scope of a discharge (decharge) granted by the general meeting;
notifying a claim under a D&O policy and checking the cover;
preventing liability: bookkeeping, filing the annual accounts and approving distributions;
conflicts between directors and shareholders; see shareholder disputes.

When is a director personally liable under Dutch law?

Only where the director's conduct falls clearly below the standard expected of a reasonably acting director in comparable circumstances. Claims come from three directions: the company itself, a creditor, or a trustee in bankruptcy.

A BV and an NV are separate legal persons, and a director who signs on behalf of the company binds the company rather than himself. That separation is the starting point of corporate law in the Netherlands. Directors' liability is an exception to it, and anyone invoking it must substantiate why the ordinary rule should be set aside.

Liability is not confined to those registered in the trade register. Someone who has in fact determined the company's policy as if he were a director can be treated as one. Article 2:11 of the Dutch Civil Code adds that where a legal person acts as director, liability passes through to the natural persons who are its directors. Supervisory directors are measured against the supervisory role rather than day-to-day management.

What is the difference between internal and external liability?

Internal liability is liability towards the company under Article 2:9 of the Dutch Civil Code and requires seriously culpable conduct (ernstig verwijt). External liability towards creditors and other third parties rests on the general provision on wrongful acts, Article 6:162, and also requires a sufficiently serious personal reproach.

Whether the internal threshold is met is assessed on all the circumstances, including the nature of the activities, the division of tasks within the board and the information available at the time. Liability is in principle joint and several. An individual director may escape it by showing that the failure cannot be attributed to him and that he was not negligent in preventing its consequences.

In external claims two patterns recur: entering into an obligation while knowing the company will not perform and will offer no recourse, and frustrating payment of an existing claim by moving assets out of reach. Under Article 36 of the Collection of State Taxes Act 1990, a company that cannot pay wage tax or turnover tax must notify the tax authorities of its inability to pay. Where that notification is not made properly, the scope for rebutting liability is narrowed considerably.

What can a trustee claim if the company goes bankrupt?

The trustee may hold the board liable for the deficit in the estate under Article 2:248 of the Dutch Civil Code for a BV, or Article 2:138 for an NV. The trustee must show improper performance of duties that was an important cause of the bankruptcy.

The provision contains a powerful evidential mechanism. Where the board has breached the bookkeeping obligation of Article 2:10, or the duty to publish the annual accounts under Article 2:394, improper performance is deemed established and is presumed to have been an important cause of the bankruptcy. Those obligations are therefore often the first thing a trustee examines.

Shareholders often grant the board discharge at the general meeting. It may release the director from internal liability towards the company, but it has no effect on claims by creditors and does not bind a trustee. Its reach is also limited to what appears from the annual accounts or was otherwise disclosed to the meeting.

What should you do when you receive a liability claim?

Secure the records, notify any D&O insurer and have the legal basis of the claim assessed before you respond in substance. The way a claim is answered at the outset shapes everything that follows.

Secure minutes, board resolutions, correspondence, annual accounts and the underlying administration.
Do not amend or delete documents, and avoid informal written explanations before your position has been assessed.
Notify the insurer under any D&O policy, observing the notification conditions.
Check what the articles of association and any indemnity arrangement provide.
Establish the precise legal basis invoked, since the standard and the burden of proof differ.

D&O insurance usually funds the costs of defending a claim, but policies commonly exclude intentional or fraudulent conduct and may respond only to claims notified during the policy period. To prevent liability, keep an administration that shows the company's position at any moment, file the annual accounts on time, record board decisions with the information considered, and document dissent. Under Article 2:216 the board must assess whether the company will remain able to pay its debts before approving a distribution.

How does working with Law & More work?

Introductory meeting: you explain the claim or your concern and we look at the documents, free of charge.
Advice and cost estimate: we assess the legal basis, the evidence and the insurance position, and agree the expected effort with you.
Response and negotiation: we answer the claim and negotiate with the company, the creditor, the trustee or the insurer.
Proceedings or settlement: we conduct the proceedings, or record the settlement in writing.

What does a directors' liability lawyer cost?

The introductory meeting is free of charge. After that we work on an hourly basis, and we agree the rate and the expected effort with you in advance.

Lawyer: 250 to 350 euros per hour, excluding VAT.
Partner: 300 to 400 euros per hour, excluding VAT.
One-off advice meeting without further assistance: 300 euros including VAT.

Law & More does not work on legal aid (toevoeging). Legal aid exists through the Legal Aid Board (Raad voor Rechtsbijstand), but we do not work on that basis. External costs such as court fees (griffierecht) and bailiff's fees are charged separately. Check whether your D&O policy covers defence costs.

Who handles your case?

Your case is handled by Tom Meevis and Ruby van Kersbergen. You can read more about their background on our team page.

Which related services may be relevant?

Your question may touch on other areas as well. These pages explain how we can help.

Frequently asked questions

Can a former director still be held liable after resigning?

Yes. Resignation ends the mandate going forward, but not responsibility for the period in office. Claims often arrive long after a departure, for example once a trustee has examined the administration. A departing director should therefore ensure that the record of that period, including board minutes and documented dissent, is complete.

Does an indemnity from the company protect me?

That depends on the arrangement and on the company's ability to honour it. Indemnities generally do not extend to seriously culpable conduct, and offer little comfort if the company is insolvent. A D&O policy can fill part of that gap, subject to its exclusions and notification conditions.

I was one of several directors. Am I liable for a colleague's conduct?

The starting point is collective, because liability within a board is joint and several. A director can nevertheless exculpate himself by showing that the failure is not attributable to him and that he was not negligent in preventing its consequences. Documented dissent and a clear division of tasks help here.

Does discharge protect me against a trustee?

No. Discharge granted by the general meeting may release you from internal liability towards the company, but it does not bind a trustee in bankruptcy and has no effect on claims by creditors. It also covers only what appeared from the annual accounts or was otherwise disclosed to the meeting.

Does a claim always end up in court?

No. Many matters are resolved through correspondence or negotiation, sometimes with the insurer involved. A well-substantiated early response can bring a claim to an end without proceedings. If proceedings do follow, the groundwork laid in that first response remains the basis of the defence.

In doubt about your position? Tell us about your situation. We will let you know within one working day what your options are. Use our contact form, call +31 40 369 06 80 or e-mail info@lawandmore.nl.

Law & More, Marconilaan 13, 5612 HM Eindhoven (+31 40 369 06 80) and visiting location Pietersbergweg 291, 1105 BM Amsterdam (+31 20 369 71 21). Available Monday to Friday 08:00-22:00, Saturday and Sunday 09:00-17:00.

This page provides general information and does not replace advice on your specific situation.