As a rule, shareholders are liable for the maximum amount of their capital contribution.
In principle they cannot be held liable for the debts of the corporation. However, there are certain conditions under which a director or manager can be held liable for certain debts. This amongst others concerns tax and social security contributions in cases of mismanagement and wilfully non-payment of debts.
Legislation is currently being prepared in order to change into a system based on directors liability instead of capital protection. In practice this will lead to more flexibility and less obligations to incorporate a BV.
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A practical guide designed to give a general overview of the country and of the major applicable regulations for doing business in the Netherlands.