Directors’ and officers’ liability

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. Often this involves large amounts and can have 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 reasonable-thinking director or officer would have acted in such a way (under the same circumstances). This indicates a difficult onus of proof for the tax authorities.

Notification of inability to pay

To make it easier for the tax authorities to claim taxes from (ex-)directors and officers, the legislature has introduced the ‘notification of inability to pay’. If you do not notify the tax authorities within 14 days that the BV cannot pay the taxes owed, the legal assumption of manifestly improper administration comes into effect. It is then assumed that you are responsible for the BV’s failure to pay taxes, 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 taxes owed 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 specialize in tax cases and have already assisted many (ex-)officers and directors in their litigation concerning fiscal liability.