Turbo-liquidation with debts and recovery from the director
A Dutch BV with debts may end by turbo-liquidation (turboliquidatie), ceasing to exist at once without a winding-up, if it really has nothing left. A director who first moves the company's business to another company of his own may then end up paying the debt himself. On 29 September 2026, for instance, The Hague Court of Appeal ordered a director to pay more than €133,000. The judgment shows where the line lies, what creditors can do and what directors should watch for.
Investor left unpaid after a restart within the group
In 2013 an investor put €125,000 into Hotzone Solutions B.V., a company supplying training, equipment and advice for protection against chemical, biological and nuclear threats. In July 2023 the District Court of The Hague rescinded the investment agreement. The company had to repay the money, with collection costs and legal costs, but did not pay. In September 2023 it changed its name. As of 19 October 2023 it ceased to exist because, according to the trade register, there were no known assets left: a turbo-liquidation. The investor then sued the director, who was the indirect sole director and shareholder. The district court dismissed that claim because the investor had not sufficiently substantiated that the company still had assets at the time of its dissolution. The Court of Appeal set that judgment aside (The Hague Court of Appeal 29 September 2026, paras 3.1-4.3 and 6.12).
Court of Appeal: business siphoned off, director personally liable
The starting point is that only the company is liable if it does not pay. A director who caused or allowed that may in addition be personally liable, but only if he can be held personally and seriously to blame. That may in any event be the case if he knew or ought to have understood that his conduct would mean the company would not pay, and that the creditor would have nothing left to recover from it either. Dutch lawyers call this frustration of recovery (verhaalsfrustratie). The Court of Appeal followed the standard the Supreme Court set out in 2006 (The Hague Court of Appeal 29 September 2026, para. 6.3; Supreme Court 8 December 2006, para. 3.5).
Where the district court saw no assets, the Court of Appeal saw one: the business itself. In April 2022 Hotzone Solutions was still invoicing a series of training sessions to a client in Kuwait. From July 2022 Hotzone Solutions Group International, another company of the same director, sent the same client the invoices for the next parts of exactly the same training, in 2023 for €319,375. LinkedIn posts from 2024 and 2025 supported the finding that the training was still being sold under the name Hotzone Solutions. According to the Court of Appeal, the company therefore still had something of value at its dissolution, or must have had: the capacity to earn substantial money. That capacity had been moved elsewhere before the dissolution. Hotzone Solutions also had a patent. According to the director, a French company had taken it over, but he did not substantiate this or say where the proceeds had gone (The Hague Court of Appeal 29 September 2026, paras 6.4-6.6).
Nobody asserted, and nothing showed, that a fair price had been paid for the business and the clients. The Court of Appeal saw a continuation of the business in another company of his own, leaving the creditors behind. Taken together, this indicated that the director had deliberately set out to ensure that the creditors could recover nothing. He did not consult the creditor, carried on the work within his group and let the company disappear shortly after the judgment was given, an attachment was levied and a bankruptcy petition was announced. The damage was also established. The director had not disputed with arguments that the investor had lost his entire claim. And because the business carried on with substantial turnover, the presumption was justified that the company could otherwise have paid. The director did not rebut that presumption, so he had to pay the full amount (The Hague Court of Appeal 29 September 2026, paras 6.7-6.8).
One caveat applies. The director did not show up on appeal. The Court of Appeal therefore proceeded from what the investor asserted, while taking into account what the director had argued before the district court. Such a default judgment carries less weight than a ruling in a case where both parties litigated. In a second case on the same day, concerning a similar investment, the Court of Appeal reached the same conclusion, also in default (The Hague Court of Appeal 29 September 2026, paras 2.2 and 6.5; The Hague Court of Appeal 29 September 2026, second investor).
Where the line lies: moving activities within the group
The judgment does not stand alone. In 2023 the Arnhem-Leeuwarden Court of Appeal ruled, in a case where both parties litigated, on a company that had transferred its business to another company in the same group. Afterwards only the debt to one creditor remained. A few days after that creditor had summoned the company, a turbo-liquidation followed. The court inferred that the aim was to leave him with nothing to recover (Arnhem-Leeuwarden Court of Appeal 2023, para. 3.8). In assessing what there would have been to recover, the court looked at what the business could have yielded if continued. Nor did the creditor first have to ask the court to reopen the winding-up, the procedure in which the company is wound up after all. The Supreme Court upheld the judgment (Arnhem-Leeuwarden Court of Appeal 2023, paras 3.3 and 3.12-3.13; Supreme Court 15 November 2024).
Still, the director does not always have to pay the full claim. This follows from a judgment of the same Hague Court of Appeal of 3 February 2026, also in a case where both parties litigated. According to the court, a group may place its activities in another group company, even when a claim is looming. It may then be expected that those activities are valued as a going concern or at market value. If the old company then stops, it may also be expected that the remaining money stays available for the creditors. That had not happened. The director, the heirs of the de facto policymaker and the parent company therefore each had to pay in full, but only what the creditor had lost: €132,147. The district court had awarded €664,381 (The Hague Court of Appeal 3 February 2026, paras 2.14-2.16 and 2.19).
A director who does appear can challenge the presumption that the company could have paid. He must then also show the figures of the company that continued the work; in Arnhem the accounts of the old company alone were not enough (Arnhem-Leeuwarden Court of Appeal 2023, para. 3.14). On the other hand, a profit made by the continued business says little if it could only arise because the debts were left behind (Arnhem-Leeuwarden Court of Appeal 2018, para. 4.13).
A month later the director would have owed an explanation
Since 15 November 2023, after a turbo-liquidation the board must file a balance sheet and a profit and loss account with the trade register within fourteen days, with an explanation of why there was nothing left. Immediately afterwards it must inform the creditors in writing (Section 2:19b DCC). Hotzone Solutions ceased to exist not quite a month earlier, on 19 October 2023, and the old law applies to a dissolution before that date (Article IV(1) of the Temporary Turbo-Liquidation Transparency Act). The judgment does not mention the rules. They are temporary, but their expiry has been postponed by royal decree to 15 November 2027, and the government wants to make them permanent (Parliamentary Papers II 36172, no. 7).
What follows when a director fails to meet that duty is not yet settled. The District Court of The Hague treated it as the directors' own wrongful act (District Court of The Hague 2026, paras 4.16 and 4.32). The District Court of Amsterdam held it against the director when he could not explain where the assets had gone (District Court of Amsterdam 2026, para. 4.9). The District Court of Limburg, by contrast, attached no consequence to failing to inform the creditors (District Court of Limburg 2026, para. 4.4).
What does this mean for creditors and directors?
A creditor left empty-handed after a turbo-liquidation above all needs evidence that the business carried on elsewhere. In this case, invoices to the same client proved decisive: first from the old company, then from another company in the group. Those invoices were only produced on appeal. Websites, product catalogues and posts on LinkedIn can complete the picture. Sue the company that continues the activities as well as the director; it may be jointly liable (Arnhem-Leeuwarden Court of Appeal 2023, para. 3.18). Also ask what happened to patents, clients and domain names. Do expect a director who defends himself to try to reduce the damage to what the creditor actually lost.
For a director, the lesson lies in the same February judgment. Moving activities within the group is permitted, even while a claim is pending. Make sure the transfer takes place at market value, record that valuation and have the price actually paid. If the old company then stops, keep the proceeds available for the creditors and, after a turbo-liquidation, make the filing and send the letter to the creditors under Section 2:19b DCC. A director who continues the business without consideration in another group company, has the old company turbo-liquidated after a judgment against it and does not appear on appeal runs the risk of paying the full amount, as happened here.
A turbo-liquidation ends the company. The question of where its value went remains. A director who cannot answer that question runs the risk of having to pay the debt himself.
Frequently asked questions
Can a creditor have the winding-up reopened instead of suing the director?
Yes. If it emerges after a turbo-liquidation that something of value remains, a creditor can ask the court to reopen the winding-up (Section 2:23c DCC). That is a separate route and not a precondition for a claim against the director: the creditor may also sue the director directly for frustration of recovery.
Is a turbo-liquidation with debts permitted in itself?
Yes. If the company has no assets left at its dissolution, it ceases to exist immediately, even if debts remain (Section 2:19(4) DCC). The board must, however, check whether there really is nothing left. The business itself, its clients and a patent can also have value.
How long does a creditor have to sue the director?
A claim in tort becomes time-barred five years after the day following the day on which the injured party became aware of both the damage and the person liable for it, and in any event twenty years after the event that caused it (Section 3:310(1) DCC). When that moment falls depends on when the creditor learns of the dissolution and of the siphoning off.
Cited case law
Supreme Court: ECLI:NL:HR:2024:1665 (15 November 2024; appeal in cassation against the Vité/Global Pack judgment dismissed under Section 81 of the Judiciary Act); ECLI:NL:HR:2006:AZ0758 (Ontvanger/Roelofsen, 8 December 2006, para. 3.5; a director is liable only if he can be held personally and seriously to blame, which may in any event be the case if he knew or ought to have understood that the company would not perform and would offer no recourse).
Courts of appeal: ECLI:NL:GHDHA:2026:2892 (The Hague, 29 September 2026, paras 6.3-6.8; moving activities and clients to a group company without fair consideration, followed by a turbo-liquidation shortly after a judgment against the company, amounted, in those circumstances, to frustration of recovery; continuation with substantial turnover justifies the presumption that the company could have paid; in default of appearance); ECLI:NL:GHDHA:2026:2894 (The Hague, 29 September 2026; same ruling for a second investor in the same company, also in default of appearance); ECLI:NL:GHDHA:2026:162 (The Hague, 3 February 2026, paras 2.14 and 2.16; moving activities within a group is permitted at market value and, if activities cease, with a reserve for the creditors; damage limited to the lost recovery); ECLI:NL:GHARL:2023:7034 (Arnhem-Leeuwarden, 22 August 2023, paras 3.3, 3.14 and 3.18; turbo-liquidation after a transfer leaving one debt behind, no duty to reopen the winding-up, acquiring group company jointly liable); ECLI:NL:GHARL:2018:8838 (Arnhem-Leeuwarden, 9 October 2018, para. 4.13; continuation does not prove recovery if the business could carry on because the debts were left behind).
District courts: ECLI:NL:RBAMS:2026:8477 (Amsterdam, 2 September 2026, para. 4.9; the filing duty under Section 2:19b DCC gives content to the director's heightened duty to provide reasons); ECLI:NL:RBDHA:2026:21059 (The Hague, 8 July 2026, paras 4.16 and 4.32; breach of Section 2:19b DCC is the director's own wrongful act, damages to be assessed in separate proceedings); ECLI:NL:RBLIM:2026:326 (Limburg, 21 January 2026, para. 4.4; no sanction attaches to failure to comply with the notification duty in Section 2:19b(2) DCC).