What is the situation?
On 27 January 2026, the Court of Appeal The Hague reopened and reversed part of its earlier judgment after finding procedural fraud under Article 382 Rv. The court held a director personally liable for €150,000 plus €31,155.06 in legal costs. The director had used a dormant BV to sign a property purchase agreement without proper financing.
The BV had no funds. The director stopped the bank financing route. He instead relied on a risky resale to a third party, without secured pre-financing and without transparency to the seller. The court found he knew, or should have understood, that the BV could not perform and would offer no recovery if the deal failed.
Analysis
This is a sharp warning that limited liability does not protect directors who contract through shell companies while gambling on funding that is not actually secured.
For micro and small businesses, the real signal is not real estate specific. It concerns decision integrity. If you sign through a BV that has no capital, no committed financing, and no realistic fallback, the court may move past the company and look directly at the director.
A common challenge is that entrepreneurs sometimes regard anticipated future cash, positive expectations, or intended resale as actual financing. However, these are not substitutes for documented liquidity, aligned transaction structure, or transparent communication.
Impact
H1
Do not sign major purchase agreements through a thinly capitalized BV unless financing is real, documented, and still available. Conditional expectations are not a funding strategy.
H2
Review all deals where performance depends on resale, investor money, or informal support. If the fallback fails, director liability may follow. This is especially true where counterparties were misled.
H3
This judgment strengthens a key Dutch rule: the BV shields normal business risk, not reckless contracting. Weak governance can turn a company's exposure into personal exposure.
Daily operational takeaway
Check every signed or pending contract where your company lacks cash coverage today. Verify funding, fallback, and what the counterparty was told.
