A claim by the legal entity
- Improper performance of duties, Article 2:9 of the Dutch Civil Code
- Decisions outside your authority
- Conflict of interest
- Claims by fellow shareholders
Article 2:9 of the Dutch Civil Code · personal liability · defence costs
Directors' and officers' liability insurance for your company
Directors and supervisory board members can be personally liable for loss suffered by the company or by a third party. This insurance protects their private assets and pays the cost of defence.
- several insurers compared objectively
- 9.5 customer rating for a new policy
- AFM licence 12016589
- Personal 072 - 509 24 56, weekdays 9–17
Deze pagina in het Nederlands: Bestuurdersaansprakelijkheidsverzekering voor uw onderneming.
The calculator and the quote form below are in Dutch. Prefer to do this in English? Email info@finassverzekert. nl or call 072 - 509 24 56 and we will take it from there.
Work out for yourself what it would cost.
Enter your details; you will receive a proposal within one working day.
- We compare the offerings of several insurers
- An adviser checks whether the cover suits your activities
- We arrange the switch, including cancellation
A premium indication, not personal advice. Prefer to talk it through? Call 072 - 509 24 56.
In brief
A director of a BV, NV, foundation or association is required to perform his duties properly (Article 2:9 of the Dutch Civil Code). If he falls short in that and is serious blame for it, the legal entity can hold him personally liable. Think of an investment made without investigation, ignoring the articles of association, entering into obligations the business cannot carry, or paying a dividend when the debts can no longer be paid.
Directors also run a risk towards third parties. The best-known route is Article 2:248 of the Dutch Civil Code: if the company goes bankrupt and there has been manifestly improper management, the insolvency administrator can recover the entire deficit in the estate from the directors jointly and severally. A breach of the duty to keep accounts or annual accounts filed late creates an evidential presumption that the director has to rebut himself. Beyond that there are claims from suppliers, banks, employees, shareholders and the Belastingdienst.
The insurance pays the person, not the business. It pays for the loss for which the director is liable and the costs of defence, even where the claim ultimately proves unfounded. See also the Allianz policy conditions as an example of how insurers give shape to this.
What does the policy cover?
The cover falls into claims from within the legal entity, claims from outside and the costs you incur in defending yourself.
A claim by third parties
Creditors, employees, regulators or the insolvency administrator turn to you personally.
- Deficit in the estate after bankruptcy, Article 2:248 of the Dutch Civil Code
- Tort, Article 6:162 of the Dutch Civil Code
- Selective payment of creditors
- A notice of liability from the Belastingdienst
Defence and assistance
The bill from lawyers and experts mounts up, even without a judgment against you.
- Legal, expert and court costs
- Assistance with an investigation by the insolvency administrator
- The costs of inquiry proceedings
- Usually within the sum insured
What is covered
| Situation | Basic | Extended |
|---|---|---|
| The company holds its own director liable | Yes | Yes |
| The insolvency administrator claims the deficit in the estate | Yes | Yes |
| Defence costs for an unfounded claim | Yes | Yes |
| A claim against a former director after removal from the register | Provided that | Yes |
| A claim about facts predating the start date | No | Provided that |
| An administrative fine imposed on the director personally | No | No |
What is actually covered, including the exclusions, the sum insured, the retroactive date and the run-off period, is set out in the policy conditions and the insurance card (verzekeringskaart) that you receive before you take out the policy.
Where things go wrong in practice
Four points that determine whether the policy really protects you as a director.
Your private assets are at stake
Directors' and officers' liability is not a risk of the business but of the person. If the claim is upheld, recovery is against your savings, your home and your other possessions. With a board of several members, the liability under Article 2:248 of the Dutch Civil Code is joint and several: the insolvency administrator can put the whole claim on one director, who then has to sort it out with his fellow directors. A non-executive director or supervisory board member does not automatically escape it either.
Accounts and filing are not a formality
The two obligations directors most often stumble over are the duty to keep accounts and timely filing the annual accounts. If these are not complied with, it is established in a bankruptcy that the board performed its duties improperly, and this is presumed to have been an important cause of the bankruptcy. Rebutting that presumption is hard going. Also make sure you notify inability to pay to the Belastingdienst in good time. That notification prevents a large part of the tax liability.
What is not included
The following, among others, are outside the cover: deliberate prejudice by the company or by creditors, fraud and self-enrichment; intent and wilful recklessness under Article 7:952 of the Dutch Civil Code; fines, penalty payments and other uninsurable sanctions imposed on you personally; and claims arising from facts that predate the cover period or from a dispute that was already running when the policy was taken out. Injury and property damage also fall outside it. That is the territory of public and employers' liability insurance (AVB), as are the ordinary debts of the business itself.
Claims-made calls for retroactive and run-off cover
What is decisive is not when you took the decision, but when the claim is brought and notified. If you take out a policy now, arrange retroactive cover for acts of management in the past for which no claim is yet known. If you stop being a director, sell the business or the policy is terminated, arrange run-off cover, because claims can still come years later. Report a circumstance from which a claim may arise immediately; Article 7:941 of the Dutch Civil Code requires it and a late notification costs cover.
What does your premium depend on?
- Turnover and balance sheet total: the usual basis for calculation
- Legal form and structure: number of entities and directors
- Sector: capital-intensive sectors weigh more heavily
- Financial position: solvency and cash flow from the annual figures
- Sum insured: a higher limit means a higher premium
- Claims history and current disputes: previous claims and notifications
Insurers weigh these details differently. That is where your saving is.
How we arrange it
- You request a quoteWe take stock of your situation, risk and wishes.
- We compareseveral insurers, on premium as well as conditions.
- You receive a proposalWith an explanation of the differences and the exclusions.
- We arrange the switchIncluding cancellation, so there is no gap in cover.
9.5New policy
9.8Claims handling
Customers rate our service on four aspects: personal service, service delivery, availability and the outcome. The reviews are collected and published by NH1816 and come from customers who have actually taken out a policy with Finass Advies B.V. or reported a claim.
Frequently asked questions
This is what people ask us most.
Is this not the same as public and employers' liability insurance?
No. Public and employers' liability insurance covers injury and property damage the business causes to others. This policy covers the personal liability of directors and supervisory board members for the consequences of their conduct in managing the business, usually pure financial loss. The two do not overlap and one does not replace the other.
Does this apply to a foundation or association too?
Yes. Article 2:9 of the Dutch Civil Code applies to every legal entity, and on the bankruptcy of a foundation or association subject to corporation tax, Article 2:248 DCC applies as well. Unpaid directors of an association are therefore not automatically protected. With volunteer boards in particular, cover for defence costs is valuable, because they rarely have legal support available.
I am the sole shareholder and director. Is there any point to this?
Yes, because the main claims come not from you but from outside: the insolvency administrator in a bankruptcy, the Belastingdienst where inability to pay has not been notified, or creditors claiming that you entered into obligations while you knew the BV could not meet them. Your shareholding does not protect you against that; it is precisely your private assets that are then pursued.
What exactly does serious fault mean?
It is the threshold for personal liability. A decision that turns out badly with hindsight is not yet serious fault; running a business involves risk. What is culpable is, for example, acting contrary to the articles of association, entering into obligations while you know the company cannot meet them, or taking decisions without the information a reasonable director would gather.
Who pays the premium?
Usually the legal entity, while the directors and supervisory board members are the insured persons. The sum insured then applies jointly to all insured persons. Bear in mind that the business can cancel the policy. In a conflict between the board and the shareholders that is a real point. So record that former directors remain covered under the run-off.
Read more
Within Bestuurdersaansprakelijkheidsverzekering
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How great is your personal risk?
Request a quote without obligation. We assess the structure, the group of insured persons and the retroactive date required.
Prefer to call? 072 - 509 24 56, weekdays 09:00–17:00.
Claim on the road? Emergency line 06 - 55 20 40 72.
About our service
Finass Verzekert is a trading name of Finass Advies B.V. We advise on and arrange non-life insurance on the basis of an objective analysis of several insurers, and receive commission for this from the insurer, which is included in the premium. You pay no separate advice fee. Before you take out cover, we establish your wishes and needs.
You will find our licence, KvK and Kifid details and our complaints procedure at the foot of every page.
This page was written and checked by an adviser at Finass Verzekert. Last updated on .
The information on this page is general in nature and is not personal advice.