Directors’ and officers’ liability
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As an (ex-)officer or director of a limited company in the Netherlands (a ‘BV’), you can be held personally liable for the company’s unpaid wage and turnover tax debts. This frequently involves large amounts, thus bringing major consequences for you as an (ex-)officer or director.
When are you liable?
You can be held personally liable if the BV’s failure to pay can be attributed to your manifestly improper administration. According to the Supreme Court, manifestly improper administration only comes into question if no reasonably minded director or officer would have acted in such a way (under the same circumstances). This indicates a difficult onus of proof for the Tax Authority.
Notification of inability to pay
To make it easier for the Tax Authority to claim tax from (ex-)directors and officers, the legislature has introduced the ‘notification of inability to pay’ system. If you do not notify the Tax Authority within 14 days that the BV cannot pay owed taxes, the legal assumption of manifestly improper administration comes into effect. It is then assumed that you are responsible the BV’s failure to pay tax, which means that you can be held personally liable.
How can a tax lawyer help you?
If you, as an (ex-)officer or director have not submitted a notification of inability to pay (on time), it is assumed that the BV’s non-payment of the owed taxes is due to your manifestly improper administration. You are not always permitted to refute this legal assumption. Because the consequences of personal liability are serious for you, it is important to seek expert help promptly. Jaeger’s lawyers specialise in tax cases and have already assisted many (ex-)officers and directors in their litigation concerning fiscal liability.