What happened ?

The Amsterdam Court of Appeal resolved a dispute between a BV and a sole proprietor, the director’s former spouse.

From 2014 to 2019, profit shifted from the sole proprietorship to the BV via payments and current-account bookings.

The court accepted a 2019 repayable current-account debt of €144,892.

It ordered payment of statutory interest from 22 December 2022, plus process costs of €13,601.39 and €14,512.84. It rejected the extra €121,000 claim and any continuing profit-transfer duty from 2020 because nothing had been agreed for that year.

Analysis

This ruling is highly fact-specific because it arose in the context of a former marriage and related business structure. Still, the business lesson is wider.

Small companies often treat intra-group, family, or related-party flows as flexible bookkeeping. The court looked beyond the absence of a signed current-account agreement and focused on conduct: invoices, payments, annual accounts, tax filings, and the parties' actions over time. The false assumption was that “only paper” cannot later become real debt. For micro businesses, accounting treatment is not neutral. Once figures are used consistently, they can become evidence of intention, consent, and liability.

Governance

Leadership failed to separate personal relationships from business structure and financial accountability. Related-party arrangements grew by habit rather than through formal decision-making. The governance weakness was not complexity. It was the lack of clean approval, a written scope, and periodic confirmation.

Risk

The exposure was direct: €144,892 became payable, with interest and high legal costs. The wider risk is a continuity problem when disputed bookkeeping arises after divorce, conflict, exit, or insolvency.

Compliance

The weak point was documentation. A current-account relationship existed, but the agreement was disputed. Annual accounts and tax filings carried the evidentiary weight. Compliance means making flows explicit, signed, reviewed, and reconciled.

Daily operational takeaway

This week, systematically review all your related-party balances. For each balance, confirm: who owes or is owed, the reason for the transaction, the date the relationship began, reference the specific written agreement or documentation, and ensure that the accounts accurately reflect the agreed intentions. Document any discrepancies and promptly address inconsistencies.