Turbo liquidation as a shield against creditors: when are you personally liable as a director?

Turbo liquidation as a shield against creditors: when are you personally liable as a director?

Imagine: your company has lost a lawsuit. The ruling is imminent. You then decide — before the judgment is handed down — to terminate the company through turbo liquidation. The assets are sold, other creditors are paid, but the claimant receives nothing. Can you, as a director, be held personally liable?

The Rotterdam District Court answered this question unambiguously on 11 March 2026: yes.

What happened?

Holding had sold all shares in a company (Forza Unita B.V.) to another party in June 2020, referred to here as 'the Company'. Part of the purchase agreement included a consultancy fee: the former shareholder would be available one day per week for just over three years, in exchange for a monthly fee of €2,500. From October 2022, the Company stopped paying.

Holding commenced legal proceedings in March 2023. The oral hearing took place on 27 June 2024. At the moment the judge was about to deliver an oral ruling, the Company filed a recusal request — a request to disqualify the judge on grounds of alleged bias. This request was dismissed as unfounded on 21 August 2024.

What happened next is legally remarkable.

What made the turbo liquidation so problematic?

On 30 August 2024 — nine days after the recusal request was dismissed and before the judgment was rendered — the directors resolved to dissolve the Company through turbo liquidation (Article 2:19(4) of the Dutch Civil Code). The shareholders' resolution stated that there were no assets remaining.

That was incorrect — or at least misleading. The court established that:

• The Company's assets had been sold prior to dissolution to a business partner. The operations of four group companies had been transferred as of 1 July 2023, but the proceeds were — apparently — used to pay other creditors selectively.
• Holding was not informed of the dissolution. It only discovered this on 3 October 2024, the day the Chamber of Commerce registration was processed — which was also the day the Company's lawyer wrote that no further payment would be possible.
• On 25 September 2024 — after the turbo liquidation — the court had already ordered the Company to pay €42,350 plus interest and costs (total: €56,412.29). That judgment hit an empty shell.
• The transparency form required under the Temporary Transparency Act for Turbo Liquidation stated that no assets were available — while other creditors had apparently been paid from the proceeds of the asset sale.

The combination of these facts made the turbo liquidation unlawful according to the court: the directors had deliberately created a situation in which Holding — as a known, pending creditor — would be left empty-handed.

What defences did the directors raise?

The directors raised several defences. The court rejected them all:

1. Claims were time-barred or inadmissible The directors argued that Holding was not admissible or that the claim had lapsed. The court rejected this defence as unfounded.

2. There were no assets at the time of turbo liquidation The directors maintained that the Company genuinely had no assets at the time of dissolution. The court did not accept this. The transparency form itself showed that assets had been sold and transferred in 2023. The proceeds had apparently been used for selective payments to other creditors — which was precisely the allegation.

3. The Temporary Transparency Act had been complied with The directors believed they had fulfilled their obligations under the Act by submitting the transparency form. The court disagreed. The Act requires not only that the form is submitted, but that its content is accurate. Since the forms stated there were no assets while other creditors had been paid from asset sale proceeds, the information was incomplete and inaccurate.

4. There was no personal fault on the directors' part This is the central defence in director liability cases: the threshold is high — there must be a serious personal fault. The directors argued they had not acted culpably. The court rejected this based on the combination of circumstances:

The turbo liquidation took place while the directors knew proceedings were ongoing and a judgment was expected. Other creditors were paid. Holding was not informed. The transparency form gave an inaccurate picture. Together, this means the directors knew — or should reasonably have understood — that Holding would no longer be able to recover its claim as a result of their actions.

What did the court weigh — and what did it not?

The court expressly took the following circumstances into account:

• The timing of the turbo liquidation: nine days after the recusal request, well before the judgment — giving the impression of a deliberate attempt to avoid the outcome of proceedings.
• Selective payment: other creditors were paid; Holding was not. This is the core of the allegation.
• Disclosure: Holding was not informed of the dissolution, even though as a known creditor in ongoing proceedings it should have been.
• Content of the transparency form: the statement that there were no assets was inconsistent with the reality that assets had been sold.

What the court did not take into account:

• The recusal request itself plays no role in the director liability assessment — it is mentioned only as factual context.
• The reasons why the business had become loss-making are irrelevant to the liability question; what matters is what the directors did at the time of liquidation.

What does this mean for you as an entrepreneur?

• Turbo liquidation is not a free pass. The mechanism is designed for companies that genuinely have no assets. Once assets exist — even if sold — the proceeds must be distributed fairly or all creditors must be informed.
• Known creditors must be informed. Do you have ongoing litigation? You are obliged to notify the claimant of an intended dissolution. Failure to do so risks personal liability.
• Selective payment leads to liability. If you pay some creditors and not others, knowing you are about to dissolve or go insolvent, the court may treat this as seriously culpable conduct.
• The threshold for director liability is high — but not insurmountable. The court looks at the combination of circumstances. One misstep is generally insufficient. But the combination of: ongoing proceedings, selective payment, no disclosure, and an inaccurate transparency form — that is sufficient.

Case Reference

This post is based on ECLI:NL:RBROT:2026:2669, judgment of the Rotterdam District Court of 11 March 2026.