Solving debts: the bv (private limited company)
- Sergej Schuurman
- The basis
- 10 May 2023
- 2 min
- In trouble
How you solve your debts, depends on your legal structure. This article tells you what to do if you have a bv (private limited company). We start by explaining how liability works in a bv. You do not have to solve your problems alone. The next step tells you who can help you.
Liability for debts
A bv is a legal entity (a rechtspersoon in Dutch). This means that in principle you are not liable for company debts. There are some exceptions to this rule. Directors are liable if there has been misconduct, or if the bv has not been registered with the Business Register yet. Read more about directors' liability.
Do you, as a director, own at least 5% of the shares? In that case, banks will often ask you to co-sign privately for loans. This makes you personally liable for repaying those loans if the bv fails to do so.
Solutions for business debts
If you have business debts, there are several options:
Payment agreement and conferring
Does your bv owe the government money? See if you can come to a payment agreement for the bv. If your bv cannot pay its taxes, contact the Dutch Tax Administration straightaway. Does your bv have loans or credits from a bank, other financiers, or suppliers? Confer with your creditors and discuss how to solve your bv's debts.
Homologation private agreement in bankruptcy Act (WHOA)
Is your business in danger of going bankrupt? You can try to avoid bankruptcy using the homologation private agreement in bankruptcy Act (Wet Homologatie Onderhands Akkoord, WHOA). You come to an arrangement with your creditors and have it approved by the court. The WHOA allows you to come to an arrangement even if not all creditors agree.
If you make use of the WHOA, you can apply for a TOA credit of up to 100,000 euros. This is a loan for a restart, expansion, or adjustment of your business.
Is your bv temporarily unable to pay its debts? You can file for a suspension of payment for your bv from the court. Your bv will not have to pay its creditors for a period of time. In most cases, suspension of payment ends in bankruptcy.
If you can no longer come to a payment arrangement with your creditors, the court can declare your bv bankrupt. The court appoints a curator, who will take over all the bv's decisions and money matters. Before the court decides, a petition for bankruptcy must be made. The bv can do this itself, but a creditor may also file for bankruptcy.
Note: if a creditor files for your bv's bankruptcy, you may try to avoid it by preparing a WHOA agreement.
Options for private debts
Did you co-sign on a business loan? And are you now in private debt due to your company? There are several options for solving your debts:
You can apply for an amicable settlement to your municipality. An amicable settlement means that you look for a way out of your debts with support from municipal debt counselling. For example, by payment agreements, refinancing, or debt mediation. After the settlement trajectory, you will be free of debt.
Natural Persons Debt Restructuring Act (Wsnp)
If the amicable settlement fails, you can appeal to the district court for admission to the Natural Persons Debt Restructuring Act (Wet schuldsanering natuurlijke personen, Wsnp). In most cases, you will have to end your business. After debt restructuring, you will be free of debt.
You do not have to solve your debts on your own. In the next step, we tell you where to turn for help. Use the dealing with debts step-by-step plan.