When a BV Debt Does Not Become a Director’s Debt

A Dutch court recently rejected three claims seeking to hold people behind a bankrupt BV personally liable. An unpaid invoice and bankruptcy do not automatically shift company debt to a director or family member. Personal recovery depends on conduct, knowledge, authority and proof.

Why this matters

Payment pressure can blur company decisions and private involvement. Directors discuss overdue invoices. Shareholders join calls. Family members receive emails. None of this alone creates personal liability. The file must show who decided, what they knew and what they promised. Clear records help creditors, advisers and the curator trace cash movements and authority.

Example

A law firm sought €44,422.44 plus interest and costs from two sisters after its BV client went bankrupt. One sister was the statutory director. Her sister had no board role. The court dismissed the claims. The director had reported cash shortages, sought instalments and suggested pausing work. Emails from her sister showed contact with the firm, not control over BV policy. A €500,000 payment predated the director’s appointment. Later dividend treatment did not alter that.

XTROVERSO tips

• Record who can decide. List who may sign contracts, instruct advisers, approve payments and speak for the BV. Separate directors, shareholders, staff and involved relatives.
• Keep the cash file current. Track available cash, expected receipts, payroll, tax, overdue invoices and agreed payment dates. Update the file before taking on more work or supplies.
• Use precise creditor messages. Separate a plan to try to pay from a firm payment promise. State when the amount or timing remains uncertain.
• Connect payments to approvals. Match each dividend, repayment or shareholder payment to its bank record, legal basis and board or shareholder decision.
• Keep the chronology intact. Record the payment date, decision date and later tax or accounting treatment separately. A later label does not rewrite an earlier cash movement.
• Check filing and tax dates. File adopted annual accounts on time. For an inheritance or restructuring, keep the applicable tax rules and transitional provisions with the advice received.

The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.

References

• Rechtbank Amsterdam 26 augustus 2026, ECLI:NL:RBAMS:2026:8725
• Kamer van Koophandel - Schulden oplossen bij een besloten vennootschap
• Kamer van Koophandel - Uiterste termijn deponeren jaarrekening
• Centraal Bureau voor de Statistiek - Faillissementen in augustus 2026
• Belastingdienst - Bedrijfsopvolgingsregeling 2024
• Belastingdienst - Erf- en schenkbelasting en de bedrijfsopvolgingsregeling
• Belastingdienst - Bedrijfsopvolgingsregeling 2026