A struggling BV needs more than good intent when tax, creditors and dividends compete for cash.
The founder is looking at Friday’s payment run. There is enough cash for wages, but not for every supplier and the full tax amount. A large customer has promised to pay next week. One shareholder is also asking when the agreed dividend will arrive.
Nothing has collapsed. The company is still trading, staff are working and orders remain open. Yet this is precisely where governance starts to matter.
Ondernemersplein’s guidance on director liability provides the legal outline. Directors of Dutch legal entities are generally not personally liable for the organisation’s acts, while important exceptions apply. The sharper business question is what the director can see, explain and support when money becomes tight.
Financial pressure changes ordinary choices
This is where financial information becomes part of the commercial decision. It belongs on the table before the founder promises a supplier, signs a contract, pays an owner or continues trading on the expectation of a late customer receipt.
CBS recorded 304 business bankruptcies in August 2026, 9 percent more than a year earlier. Hospitality had the highest bankruptcy rate, followed by industry. The figures place the Friday payment run in a business climate where more directors may face difficult choices about overdue invoices, tax liabilities, payroll, financing and continued trading.
A busy restaurant can have full tables while rent, wages and supplier bills consume cash faster than customers provide it. A manufacturer can hold a strong order book while money remains tied up in materials, stock and long payment terms. Turnover can look reassuring while liquidity quietly narrows.
At that point, a monthly profit report may arrive too late. I would rather see a modest weekly cash view showing expected receipts, unpaid taxes, wages, rent, loan dates and supplier commitments. It will not predict everything. It does give the board a dated basis for deciding what it can still promise.
The decisive question is simple: what did the board know on the day it acted?
A legal duty with operational meaning
Article 2:10 of the Dutch Civil Code requires the board to maintain administration from which the legal entity’s rights and obligations can be known at all times. Relevant records generally need to be retained for seven years.
That duty has a practical meaning. A director should be able to see which taxes are unpaid, which customers are late and which commitments have already been signed. Several weeks of emails, bank statements and telephone calls should not be needed to reconstruct the position.
Annual accounts matter too. For a BV, the board generally prepares them within five months after year-end. Shareholders can grant an extension of up to five months in special circumstances. Once adopted, the accounts must be filed with KVK within eight days, and in any event within twelve months after year-end.
Those accounts serve an important statutory purpose. Daily governance also needs current information. A director deciding whether to continue trading, pay a shareholder or sign a new contract needs to see what is due now and what may fall due next.
The same distinction matters with tax arrears. For specified taxes due on a return, the Belastingdienst generally requires a formal payment-inability notification within two weeks after payment should have been made. That notification follows a separate route from a request for deferral or a payment arrangement. Each step has its own purpose.
Judgment needs a foundation
Recent Dutch cases show how the courts weigh the facts around financial failure.
On 15 April 2026, Amsterdam District Court held two directors liable for estate deficits exceeding €3 million. The case involved administration that did not match the accounts, private withdrawals, non-business transactions and conduct prejudicing creditors. The force of the judgment lies in that combination, rather than in a single bookkeeping defect.
A month earlier, the Arnhem-Leeuwarden Court of Appeal reached an important balancing conclusion. Continuing a loss-making business did not, by itself, amount to manifestly improper management. The court considered the chronology, the recovery measures and the causes of failure.
That balance matters. Entrepreneurship includes uncertainty. Directors may try to recover a troubled company, negotiate with creditors, seek finance and protect jobs. Dutch governance leaves room for judgment. It calls for a defensible view of the facts available at the time.
I read this as permission to exercise judgment, with the reasoning kept visible. A recovery attempt should have numbers, assumptions, review dates and clear responsibilities behind it. Otherwise hope can begin to look like policy.
Dividends reveal the boundary
The Friday payment scene becomes more delicate when money may leave the company for its owners.
Under Article 2:216, a BV distribution requires board approval under the statutory rule. The board must refuse approval if it knows, or reasonably should foresee, that the company will be unable to continue paying its due debts after the distribution. Accounting profit alone is only one part of that decision.
A responsible discussion reaches beyond reserves. It considers the cash forecast, overdue creditors, tax dates, expected customer receipts, financing conditions and plausible setbacks. The useful board question is not, “Have we earned a dividend?” It is, “What remains payable after the cash leaves?”
The same care belongs around shareholder repayments, related-party transactions and personal spending. The legal separation between a BV and its owner needs support in the actual movement of money. Casual transfers between the company and the household weaken that separation.
Back at the payment screen, the founder still has a difficult Friday. Governance cannot create cash or force the late customer to pay. It can make the choices visible. The board can record what is due, what is expected, which payments have been delayed, which formal notifications need attention and when the decision will be reviewed.
That is more than defensive paperwork. It preserves room to act.
Director liability should not turn ordinary commercial pressure into panic. The calmer lesson is better: when conditions worsen, keep the company understandable. Good intentions matter in business. Clear numbers, timely action and recorded reasons allow others to see what those intentions were worth.
If financial pressure is testing your board’s decisions, let’s make the figures, responsibilities and reasoning clear before the next commitment is made.
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.
References
- Bestuurdersaansprakelijkheid en persoonlijke aansprakelijkheid | Ondernemersplein
- Wettenbank - Accounting records as a continuing board duty
- Kamer van Koophandel - Annual accounts and publication discipline
- Belastingdienst - Tax and social-premium arrears
- Belastingdienst - Collective responsibility for unpaid taxes and premiums
- Rechtspraak - Recent insolvency case: records and related-party conduct
- Rechtspraak - Recent insolvency case: loss-making continuation is not automatically liability
- Centraal Bureau voor de Statistiek - Current insolvency pressure
