Can the corporate veil be pierced under Dutch law?

Dutch term: Vereenzelviging / doorbraak van aansprakelijkheid | Legal basis: Case law + 6:162 BW

Dutch law recognises the limited liability of legal entities (B.V.'s and N.V.'s) as a fundamental principle. However, in exceptional circumstances, Dutch courts can disregard the separate legal personality and hold shareholders or parent companies liable for the debts of a subsidiary or affiliated entity. This is known as vereenzelviging (identification) or doorbraak van aansprakelijkheid (piercing the corporate veil).

The threshold is high. Veil piercing is available only where the separate legal personality is used as a sham or where treating the entities as separate would lead to an unacceptable outcome in view of the circumstances. In practice, Dutch courts have pierced the veil where a parent company exercised complete control over a subsidiary's operations, deliberately used the subsidiary to evade creditors, or created a structure specifically designed to frustrate legitimate claims. The doctrine is applied restrictively and each case turns on its specific facts.

Why it matters for international businesses

For international groups with Dutch subsidiaries, the corporate veil generally holds. However, directors should be aware that personal liability under article 2:9 BW (internal) and article 6:162 BW (external tort) provides creditors with alternative routes that do not require full veil piercing but can still produce personal liability in specific circumstances.