A Gelderland ruling shows how private debt can turn voting control into corporate paralysis.
A founder is looking at the company’s accounts. One of its directors owes the BV a large sum. The receivable is still recorded as an asset, but the cash has not arrived. The same debtor can influence who appoints the lawyer, who approves enforcement and who speaks for the company.
That is the practical tension behind Rechtbank Gelderland’s decision of 14 August 2026, published as ECLI:NL:RBGEL:2026:6421. The court removed a director of a stichting administratiekantoor, or STAK, under Article 2:298 of the Dutch Civil Code.
The STAK held all shares in the underlying BV. Its two directors also served as directors of that BV. One held the sole priority share and owed money to the company under court-awarded payment obligations. The court found that he used his position and priority rights to impede recovery of the BV’s claims.
A private debt had become a corporate problem. It affected whether the company could defend its own financial interest.
The structure was not the safeguard
A STAK separates economic entitlement from voting power. Certificate holders may receive the economic benefit, while the STAK holds the shares and its board exercises voting rights at the BV’s general meeting. That separation can support continuity and organise control.
Legal layers do not create independent judgment by themselves. The real question is who can act when interests diverge.
In the Gelderland case, the court considered the overlapping roles, unpaid obligations and efforts to frustrate enforcement together. It also recorded that no annual STAK board meetings had taken place since at least 2022. The relationship between the two directors had broken down severely.
Formal structure and working governance are different things. A notarial diagram can look balanced while one person controls the decisive route. That person may alter representation, influence the choice of counsel, delay enforcement or use special voting rights when the company needs an independent decision.
Return to the family business. The founder sees continuity. The accountant sees a receivable. The lender sees cash that has not arrived. Staff and suppliers expect wages and invoices to be paid on time. They are looking at the same company, but not at the same reality.
An asset without usable cash
The court made a useful distinction. The unpaid claims remained assets of the BV, so non-payment did not itself produce a comparable fall in equity. The lack of payment did harm liquidity.
For a small company, that difference is immediate. A receivable cannot pay wages, VAT, rent or a supplier until money arrives. Its value deserves close attention when collection depends on a person who can influence the collection process.
An insider receivable should never be read only as an accounting balance. A director and adviser will want to know whether the debt can be collected within a commercially useful period. They will also need to understand whether the debtor influences recovery and whether the company can meet its bills without payment.
Valuation, tax treatment, legal authority and cash pressure are connected. They remain separate questions, each requiring its own disciplined view.
The governance failure begins when nobody can answer who may make the next clean decision. Can an unconflicted director appoint counsel? Can the company approve a settlement? Can someone call a valid meeting? Do the representation rules still permit action? Is the decision recorded clearly enough for the next dispute?
These are ordinary business questions. They become expensive when a relationship has already collapsed.
Authority must be readable
A Handelsregister extract is a starting point, not a complete map of a STAK. KVK guidance shows that power may sit across the BV articles, STAK articles, administration conditions, shareholders’ register, certificate-holder arrangements and special rights attached to shares.
UBO information can reveal economic interest or factual influence. Civil-law authority to represent the company or approve a particular act still depends on the underlying documents and valid corporate decisions.
A sensible governance review follows people as well as entities. It looks for anyone who is simultaneously a director, shareholder, certificate holder, priority shareholder, lender, borrower, guarantor or creditor. Then it asks what happens when the company must act against that person.
For the owner-manager, this need not start with a major restructuring. It can start with a calm review of related-party receivables, payment history, special voting rights, representation powers and meeting records. Legal, tax and accounting advisers each see a different part of the picture when a conflict arises.
The legal consequence in this case was serious. The court found neglect of the STAK director’s duties. It also found weighty reasons and materially changed circumstances that made continuation unacceptable.
The court kept the five-year restriction under Article 2:298(3) BW in place. That restriction concerns serving as a director or supervisory director of a foundation. Its relevance here lay in the STAK role, not in a general prohibition on managing every Dutch legal entity.
The lasting lesson is simple. A STAK can separate profit rights from voting rights, but it cannot make a conflict disappear. When money is owed by someone inside the structure, the company must still be able to decide, act and record what happened without that person controlling the outcome.
Continuity is not protected by adding another legal layer. It is protected when authority remains usable on the difficult day.
If an insider debt is testing your company’s governance, we can help clarify who may decide and act.
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
