Directors’ liability may arise where a director improperly performs his or her duties towards the legal entity, for example under Article 2:9 of the Dutch Civil Code, or acts so carelessly towards third parties that a serious personal reproach can be made, for example under Article 6:162 of the Dutch Civil Code. In the bankruptcy of a Dutch public limited company or private limited company, Articles 2:138 and 2:248 of the Dutch Civil Code may also create joint and several liability towards the estate if the board has manifestly improperly performed its duties and this was an important cause of the bankruptcy.
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