Beperkte aansprakelijkheid
Limited liability
Limited liability means that shareholders or partners are not liable for the debts of the company with their personal assets, but only up to the amount of their contributions.
In Dutch corporate law, limited liability is a fundamental principle of the private limited company (BV) and the public limited company (NV). This means that shareholders are, in principle, not personally liable for the obligations of the company.
The regime is significant because it limits investors’ risk to their capital contributions and thereby promotes entrepreneurship. Without this protection, prospective founders and shareholders would be more reluctant to establish or finance a company.
In practice, creditors can usually only seek recourse against the company’s own assets in the event of an inability to pay. Exceptions, such as directors’ liability for mismanagement, remain possible but require a separate legal basis.
“Due to the limited liability, the shareholder was not required to sell his private residence when the BV went bankrupt.”
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