Article 2:248 of the Dutch Civil Code explained: director liability in bankruptcy

Dutch term: Artikel 2:248 BW | Legal basis: Article 2:248 of the Dutch Civil Code

Article 2:248 of the Dutch Civil Code allows the bankruptcy trustee to hold directors personally liable for the shortfall in the estate if the directors have manifestly mismanaged the company in the three years before the bankruptcy. If the board failed to properly maintain the company's accounts (article 2:10 BW) or failed to file annual accounts on time (article 2:394 BW), there is a statutory presumption that the board mismanaged the company and that this mismanagement was a major cause of the bankruptcy.

The presumption shifts the burden of proof: the director must then demonstrate that the bankruptcy was not caused by the mismanagement, which is extremely difficult in practice. This is the provision that most commonly catches foreign-managed Dutch entities off guard, because late filing of annual accounts with the Chamber of Commerce is an administrative obligation that is easy to overlook but creates devastating liability exposure in insolvency.

Why it matters for international businesses

For international directors of Dutch B.V.'s, ensuring timely filing of annual accounts is the single most important administrative duty. Setting up a reliable annual accounts workflow eliminates the most common trigger for personal liability under article 2:248.