THE ULTIMATE CORPORATE ADVENTURE (VII)
Liability members of the Board of Directors of an NV or BV
The members of the Board of Directors are personal and severally liable towards the Netherlands Antilles NV or BV for any loss caused by the improper performance of duties. Each member of the Board who proves that he cannot be blamed for such improper performance and that the activities concerned fall outside the scope of activities addressed to him, and that he has not been negligent in taking steps to avert the related consequences, is not liable. Therefore, a division of tasks among such members can influence the liability.
In the event of bankruptcy of an NV or BV which is significantly caused by mismanagement, each member of the Board of Directors is liable against the bankruptcy estate for the deficit. If the Board e.g. has not timely observed its obligation to keep accounts, there is a statutory presumption of clear mismanagement. Unless the members of the Board can prove that they cannot be blamed for not meeting such obligations, each member will be personal and severally liable for said deficit. It should be noted that any person or legal entity not being a member of the Board but nevertheless (contributing to) determining the policy of the Board, might face similar liability (policy makers).
Karel Frielink
Attorney (Lawyer) / Partner
