Bestuurdersaansprakelijkheid

Directors’ liability means that the directors of a company, such as a private limited company (BV) or public limited company (NV), may under certain circumstances be held personally liable for loss or damage arising from their acts or omissions. This may arise in cases of mismanagement, failure to comply with disclosure or accounting obligations, or the assumption of obligations at a time when the company is insolvent.

In Dutch law, such liability is primarily governed by Articles 2:9 and 6:162 of the Dutch Civil Code, as well as by the Bankruptcy Act in insolvency situations. The regime serves to encourage directors to act with due care and to protect the interests of the company, its creditors and its shareholders.

In practice, claims for directors’ liability are frequently brought by bankruptcy trustees or by parties who have suffered loss as a result of serious failings on the part of the board.