When Are You Personally Liable as a Director? (And How to Prevent It)

A BV protects your personal assets.

But that protection is not absolute.

👉 If you make serious mistakes as a director, you can still be held personally liable.

Unsure about your business structure? Read: BV or sole proprietorship: what suits you?

Internal vs External Liability

There are two forms:

• Internal → towards the BV
• External → towards creditors

👉 External liability is especially risky.

The Core Rule: Serious Culpability

You are not automatically liable.

Only when there is serious culpability.

This means:

• structurally poor conduct
• clear mistakes
• negligence

When Does It Go Wrong?

1. No grip on your administration

No insight = no control

👉 A major red flag in bankruptcy

2. Taking on obligations without coverage

You know you can't pay — but do it anyway

👉 Classic liability situation

3. Acting too late

Seeing problems, but doing nothing

👉 This is often seen as negligent management

4. Selective payment

Paying one creditor but not another

👉 Can be used against you

The Role of the Receiver

In bankruptcy, a receiver investigates:

• administration
• decisions
• conduct

👉 And determines whether you are liable

Real-World Example

An entrepreneur sees his numbers deteriorate.

Yet he continues to take on obligations.

He hopes for recovery.

👉 It doesn't come → bankruptcy → liability

How Do You Prevent This?

• keep administration in order
• be transparent
• document decisions
• act in time

Working with a partner? 👉 make sure agreements are properly documented in a shareholders' agreement

Frequently Asked Question

Can a director always be held personally liable? No, only in cases of seriously culpable conduct. In normal circumstances, the BV remains liable.

Conclusion

Directors' liability rarely arises from a single mistake.

It is almost always the result of conduct over time.

👉 And that is something you can control