As an entrepreneur, liability is a serious matter: it determines who is responsible for company debts, for example. This is also true for your business partners: suppliers as well as customers. You may want to hold a company you do business with liable in the future. Or they may hold you liable. Make sure you know who is liable and when. The legal structure of your business partner's company determines their liability.
- You can find your business partner's legal structure on their Business Register extract. Under 'Liability per legal structure' (below) you can read what this means for their liability.
- You can also check this information about any time in the past by ordering the corporate history at the Netherlands Chamber of Commerce KVK.
Liability per legal structure
- Private limited company (bv), public limited company (nv), association (vereniging), and foundation (stichting): the liability lies with the legal entity. The legal entity is liable, not the director who concludes an agreement on behalf of this legal entity.
- Owners' Association (Vereniging van Eigenaren, VvE): the legal entity is liable, but in the event of a shortage, the members are liable in proportion to their share in the VvE.
- Cooperative or mutual insurance society: you can deduce the liability from the letters used in the name:
- W.A. (wettelijke aansprakelijkheid: legal liability of the members);
- B.A. (beperkte aansprakelijkheid: limited liability of the members), and;
- U.A. (uitgesloten aansprakelijkheid: liability excluded for members).
- Sole proprietorship: the owner is 100% liable with their private assets.
- General or commercial partnership (vof): the partners are each fully liable with their private assets.
- Limited partnership (cv): the managing partners are fully liable with their private assets. The limited partners (or financial backers) are liable up to the amount of their contribution.
- Professional or public partnership (maatschap): each partner is usually liable for equal parts.
Is more than one legal entity liable?
If your business partner's company is a legal entity, it is also good to know whether the company consists of several legal entities, and how they are related when it comes to administrative responsibility and liability.
At KVK, you can order the company's group structure overview. This will provide you with insight into the parent company and its subsidiaries.