An unpaid tax debt of a private limited company may, subject to conditions, lead to a director being held personally liable. Investigate your role during the correct period, the validity of the notification of inability to pay and the specific allegation. Holding office as a director, holding shares and actual involvement in policy are different points of connection. A tax lawyer can assess the statutory basis, evidential position and extent of liability. If you receive a decision, do not wait until the business has finished its own tax proceedings: your personal legal protection requires separate attention.
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1. Check why you specifically are being pursued
Tax liability of directors concerns, among others, directors of legal persons with full legal capacity that are subject to corporate income tax. The Tax Administration particularly mentions public and private limited companies, but also certain associations and foundations. An indirect director through another legal person may also be involved. Simply saying that an operating company was managed by a holding company therefore does not sufficiently rule out personal involvement.
Collect register extracts, appointment decisions, resignation documents and an overview of the management structure during the relevant periods. Also record who approved payments, arranged the filing of returns and received financial information. An adviser must be able to compare the formal position with what actually happened. Also have them assess whether the collector relies on Article 36 of the Collection of State Taxes Act or another ground of liability; their conditions are not interchangeable.
2. Divide the file by tax and period
A decision may cover several additional assessments, tax types and years. Put each component on a separate line and link it to the return, payment, notification and period of directorship. A finding for one period need not be the same for the rest. The question of when someone must be treated as a former director may also require a separate assessment for each debt.
Request a breakdown if tax, interest, penalties and costs appear as a single total. Additional questions about attribution are relevant to those ancillary amounts; the mere existence of a tax debt does not fully answer them. This allows the lawyer to investigate specifically which amounts fall outside the liability or are insufficiently substantiated. Your own calculation overview also helps correctly process subsequent reductions and payments.
3. A legally valid notification changes the evidential position
With a proper notification of inability to pay, liability under this scheme requires investigation of whether non-payment results from manifestly improper management attributable to the director. The collector must establish the relevant facts as plausible. The test goes beyond finding that a business made losses or a decision turned out badly in hindsight. The conduct is assessed in its specific circumstances.
Ask the lawyer to identify exactly which conduct is alleged and the period to which it relates. In 2024, the Arnhem-Leeuwarden Court of Appeal examined for each debt how the alleged management related to the relevant notification period. That judgment shows why a general accusation and a collection of assessment numbers provide insufficient clarity. Therefore retain separate notifications and assessments, even where several debts arose from one financial crisis.
4. Without a proper notification, targeted rebuttal evidence is needed
If no notification was made, or it was not legally valid, a statutory presumption applies that non-payment is attributable to the director. Before being allowed to rebut that presumption, the question first arises whether the director can be blamed for the failure to notify. This is a demanding evidential position. Therefore also focus your preparation on the reason for the missing notification, rather than solely on the causes of business losses.
The Supreme Court addressed this scheme in its judgment of 11 July 2025 following a European preliminary ruling. All circumstances may be put forward to substantiate the absence of blame for the failure to notify. This does not establish a general exception for a well-intentioned director or an unrestricted reduction because the consequences are severe. Provide, for example, the precise advisory instructions and correspondence about notification; have their legal significance assessed.
5. Support decisions with the information available at the time
For each disputed decision, explain which problem needed solving, what information was available and which alternatives were discussed. Examples include bank credit, loss of a major customer, payments to related parties or setting off a debt owed to the director. In the 2024 judgment, a benefit to the director through set-off played a specific role. That finding cannot be copied to other businesses without investigation.
Add the cash-flow forecasts, minutes and advice prepared at the time and state who took each decision. Make clear if a forecast was later adjusted. An explanation framed around the outcome after the event often lacks the information needed to examine whether a management decision was reasonable. Do not conceal unfavourable documents from your lawyer: those in particular may determine which defence is sustainable and where further factual investigation is needed.
6. Carefully assess task allocation and personal interests
The Tax Administration emphasises directors’ collective responsibility. An internal allocation under which another director managed the finances therefore does not automatically remove your exposure. Specific circumstances, information provision and actions taken may nevertheless matter to your personal defence. Record which questions you asked, which warning signs you received and which measures you then took. General references to trust provide little basis for this.
When directors change or shares are sold, a clear handover is important for the file. Collect the records available on departure and agreements about outstanding tax obligations. Do not automatically use the company’s lawyer or a fellow director’s lawyer as your personal representative. Disputes about the cause of a failure or recourse between the parties may produce different interests that require separate assessment.
7. Discuss your defence and the practical consequences
If you have received a decision, present it immediately with the envelope, receipt details and attachments. A notice of intention or request for information has a different function from a definitive liability decision. Ask which document now requires a response, which deadline is running and who represents you. Direct any objection at your personal liability decision and the relevant components of the debt, requesting the documents needed.
Also discuss the stage of collection and any need for deferral or security. A substantive defence is different from a payment agreement. Bring an overview of your financial situation and any insurance policy, without assuming coverage or reimbursement. Focused initial advice can establish priorities: protect the deadline, obtain the file, preserve evidence about notification and then develop the individual allegations and amounts.
Frequently asked questions
Am I liable because I am also a shareholder?
Share ownership alone does not answer the question of tax liability as a director. Your management role, the statutory basis used and the specific circumstances must be investigated separately.
Does it help that my accountant was supposed to notify?
That may be relevant information, but it provides no automatic protection from liability. Collect the instructions, advice, checks on implementation and messages about notification for an assessment of your own position.
Is timely notification enough to win the case?
No. Even with a proper notification, liability may follow where manifestly improper management is proved under the applicable conditions. The individual acts, periods and amounts remain relevant.
Sources
These sources relate to this page. For a specific case, check current rules and your own documents.
- Belastingdienst: bestuurdersaansprakelijkheid Accessed: 2026-10-23
- Belastingdienst: melding van betalingsonmacht Accessed: 2026-10-23
- Hoge Raad 11 juli 2025, ECLI:NL:HR:2025:1128 Accessed: 2026-10-23
- Gerechtshof Arnhem-Leeuwarden 27 februari 2024, ECLI:NL:GHARL:2024:1513 Accessed: 2026-10-23
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Editorial team Tax law in the Netherlands
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