As a director, you are in the first instance not personally liable for the commitments of the company you manage.

But there are quite a few cases in which you, as a director, can be held personally liable:

A personal error in the performance of one’s duties. Some examples

• being insufficiently concerned with the company’s policy
• undertaking a financial commitment (e.g. an investment decision) that is clearly unfavourable to the company

Contravention of company law or of the articles of association

• Failing to comply with the rules governing the convening of the General Meeting
• Failing to comply with minutes of meetings of the GM or Board of Directors
• Failing to comply with the Articles of Association. For example: signing as sole director higher amounts than permitted by the Articles of Association.

Classical liability for errors and omissions

Possible examples are:

• Unreasonably continuing a loss-making activity
• Undertaking commitments that you as director know or should have known the company could not meet

Specific cases provided for in company law

• ‘obvious gross negligence’ in case of bankruptcy of the company
• directors are liable for payment of outstanding withholding tax or VAT if they have committed an error. Since 2006, there has even been an automatic presumption of fault if the VAT or wage tax has not been paid for a number of instalments.
• Directors are also personally liable for late payment of social security contributions.

Criminal liability

• Some offences are punishable by criminal sanctions
• For example, the use of corporate assets for private purposes (“misuse of corporate assets”) may be punishable by criminal law.