⚖️ Is a board member personally liable for company debts?

With conditions

Quick answer

Usually not — but limited liability is not an absolute shield. A company's tax obligations are its own, and under the limited liability principle owners and directors do not answer with personal assets. But that model exists to protect those acting in good faith, not to provide cover for deliberate breaches. A board member is personally liable for tax debt where three conditions are met: they breached their duties intentionally or through gross negligence; the duty breached was to ensure the timely and full performance of tax obligations; and the tax debt arose from that breach. The tax authority issues a liability decision for this.

📋 The rules

General rule: limited liability
Exception: intent or gross negligence
The breach must have caused the tax debt
The authority issues a liability decision
Core duties: care and loyalty

🔓 Exceptions

The liability decision is an administrative procedure in which the director is heard
The duty of care means acting knowingly and with the necessary expertise
Liability can also arise towards creditors, not only for tax debt

⚠️ Penalties & fines

A liability decision does not come out of nowhere — but it does come. To collect the tax debt, the authority issues a liability decision: an administrative procedure in which evidence is gathered, the director is heard, and it is decided whether the breach caused the tax debt and whether the director was culpable. Your defence begins with documents: the duty of care means acting knowingly, in the company's interests and with the necessary expertise — and it must be evidenced: minutes, reasoned decisions, correspondence with the accountant. The most dangerous line is “I did not know”: ignorance is no defence where you had a duty to know. And when the company is in trouble, do not prefer one creditor over another — that is exactly where personal liability is born.

📎 Official sources

Last verified: 2026-07-12

❓ Frequently asked

Is a board member personally liable?

Usually not, because limited liability applies. The exception arises where the board member breached their duties intentionally or through gross negligence and a tax debt resulted.

What are the conditions for liability?

A breach of duties committed intentionally or through gross negligence, a breach of the duty to ensure timely performance of tax obligations, and a tax debt that arose from that breach.

What is a liability decision?

An administrative procedure of the tax authority in which evidence is gathered, the board member is heard, and it is decided whether the breach caused the debt and whether they were culpable.

What does the duty of care mean?

A board member must act knowingly, in the company's interests and with the necessary expertise. In a dispute that must be evidenced through decisions, minutes and correspondence.

Does ignorance protect me?

Not where you had a duty to know. That is why documentation matters and why communication with the accountant becomes critical once payment difficulties appear.

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