Turbo liquidation without notifying creditors: is the director liable?
If a company is wound up by means of a turbo liquidation (also known as fast-track liquidation) without the director fulfilling their duty to notify creditors, this may result in liability on the part of that director. This is evident from a judgment of The Hague District Court dated 8 July 2026 (ECLI:NL:RBDHA:2026:21059).
What were the facts of the case?
X B.V. provided investment advice to McStedenbeheer, on the basis of which McStedenbeheer made several investments totalling €800.000. Among other things, McStedenbeheer invested in an American fund on the advice of X B.V., although it soon became apparent that the fund had no future and had to be liquidated. McStedenbeheer was subsequently informed that X B.V. did not hold an AFM licence to provide investment advice. McStedenbeheer ultimately received no return on its investment and held X B.V. liable in 2024.
Just under a year later, X B.V. was dissolved by way of turbo liquidation without McStedenbeheer’s knowledge. This means that the company was dissolved with immediate effect without a formal winding-up procedure, as there were no longer any assets remaining in the company. McStedenbeheer subsequently took the matter to court and brought a claim against the director of X B.V. on the grounds of a breach of the duty to notify creditors in connection with the turbo liquidation, prejudice suffered as a creditor as a result of the turbo liquidation, and the provision of investment advice without a valid licence.
Breach of the duty to notify creditors
In the event of a turbo liquidation, the board is under an obligation (Article 2:19b of the Dutch Civil Code) to file financial documents with the Chamber of Commerce within fourteen days of dissolution and to inform its known creditors of the filing. This duty to notify enables creditors to become aware of the winding-up in good time and allows them to consult the legal entity’s financial records at the Chamber of Commerce. In the present case, this obligation was not fulfilled: McStedenbeheer was not informed of the dissolution of X B.V. and was therefore no longer able to take protective measures or recover its claim(s) from X B.V.
Two tests for directors’ liability
What is striking about this judgment is how the court assessed the director’s liability using two different criteria. First, it examined whether the breach of the duty to notify could give rise to the director’s liability on the grounds of a tort. According to the court, the breach of that standard alone was sufficient to establish the director’s liability. The damage resulting from the breach of the duty to notify consists, in particular, of the loss of the opportunity to intervene in good time. Had McStedenbeheer known that X B.V. was being wound up, it might still have been able to take measures to secure its claims. The court considered this sufficient to establish a tort.
The court then assessed whether the turbo liquidation itself provided grounds for the director’s personal liability on the basis of a tort. Here, the court applied a more stringent test: serious personal blame must be attributable to the director for prejudicing McStedenbeheer as a creditor by proceeding with the turbo liquidation. In this regard, the court considered that, in the absence of assets, the director may in principle opt for turbo liquidation, even if the company has debts, and that turbo liquidation does not in itself lead to personal liability.
However, serious personal blame was attributed to the director for providing investment advice without a licence. According to the court, the loss resulting from this potentially related to a broader loss: the entire unpaid investment made by McStedenbeheer.
Practical recommendations for directors
Turbo liquidation is a legitimate means of winding up a company with no assets quickly and efficiently, even if there are outstanding debts. The court confirms that, in principle, directors may opt for this route and that this does not in itself lead to personal liability. However, it is in the implementation that things can go wrong. Directors must ensure that, at the time of dissolution, there are genuinely no assets, nor any to be expected. If there are assets, a formal winding-up procedure must be followed; otherwise, turbo liquidation may still result in liability. In addition, the duty to notify under Article 2:19b of the Dutch Civil Code must be strictly complied with by informing creditors. Anyone who fails to do so runs the risk of being held personally liable.
Our Litigation team will be happy to advise you on any questions you may have regarding directors’ liability.
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