Despite the fact that they have opted for a private company, directors/shareholders of a private company still run the risk of being held personally liable for matters. But which ones are they?
When are directors of a BV personally liable?
If a BV does not operate as it should and a director/shareholder can be accused of seriously culpable and improper performance of his duties, the person in question can also be held personally liable. This is, for example, the case with:
- Annual figures and/or annual report give a misleading representation of the position of the company. As a result, shareholders may buy shares that later turn out to be worth much less. Or that suppliers do business with the BV with complete confidence, while they simply do not get paid later.
How many directors of a BV are held personally liable per year?
Every year, hundreds of directors/shareholders of a BV are held personally liable for the task that they have not properly performed. Supervisory directors are also held liable.
Internal and external personal liability
A director of a BV has to deal with:
- Internal liability
- External liability
What is internal liability?
Internal liability concerns the obligations towards the company to properly perform its duties. In that case, the company itself or the curator will invoke management liability in the event of bankruptcy.
What is external liability?
External liability concerns improper action towards third parties such as creditors or employees. In that case, directors of a BV can be held liable if they could have prevented financial damage and the person in question can be blamed for failing to do so.
Joint and several liability of directors BV
Directors of a Private Company are jointly and severally liable. In addition, the individual driver can be held liable for the entire damage caused by the mistakes of fellow drivers.
Examples in which directors of a BV have been held liable
- If a medium-sized holding company with trading companies deliberately withdraws assets from a loss-making branch of the company in order to safeguard assets for the group and the loss-making branch goes bankrupt, the trustee can hold the directors liable on behalf of the creditors who are still owed money. .
- A company closes a very large order. However, instead of being profitable, the assignment turns out to cost many millions. The curators then map out the relationships between the equity and the required financing. If it appears that the company has accepted an order that it could not handle, the directors can be held liable.
- Failure to maintain proper accounting or failure to prepare annual accounts or to prepare them too late can also lead to director’s liability. This can also result in failure to publish in time with the Chamber of Commerce.
- In the event of incorrect or no notification to the tax authorities or the company pension fund (not legally valid notification in that case) if someone is unable to pay taxes or premiums, the director/shareholder of a BV can also be held personally liable for the non-payment . In that case, the driver must demonstrate that he is not to blame for not having made a legally valid report. This could, for example, be admission to a hospital. Once this has been made plausible, the driver in question must then demonstrate that it is not his fault that the taxes and premiums have not been paid.