Turbo-liquidation and director liability: when a creditor's reproach fails

Turbo-liquidation has a reputation as a way for directors to make a company — and its debts — vanish overnight. A recent judgment of the District Court of Central Netherlands (3 June 2026, ECLI:NL:RBMNE:2026:3435) shows the limits of that suspicion. An employee with an unpaid wage judgment sued the company's former director after the company had been turbo-liquidated, arguing that the dissolution was wrongful. The court rejected the claim — a clear illustration of where personal director liability after a turbo-liquidation does, and does not, begin.

Turbo-liquidation is not unlawful in itself

Under Article 2:19(4) of the Dutch Civil Code, a company that has no assets at the moment of dissolution ceases to exist immediately, without a formal liquidation. Here the company had been dissolved in this way on 11 December 2024 for lack of assets. Because the conditions for turbo-liquidation were met, the director was under no obligation to file for the company's bankruptcy. The mere fact that the dissolution left a creditor — an employee with a wage judgment — unpaid is not, on its own, wrongful.

Director liability requires a personal serious reproach

As a rule, only the company is liable for its own debts. A director becomes personally liable only in exceptional circumstances, where he can be made a personal serious reproach (persoonlijk ernstig verwijt) — a deliberately high threshold, because directors are not liable for every mistake. For unpaid debts the decisive distinction is between unwillingness to pay (betalingsonwil) and genuine inability to pay (betalingsonmacht). Only unwillingness, combined with assets that remained available, can found liability.

Why the employee's reproach failed

The employee argued simply that not paying his wages — while a wage procedure was pending — amounted to a personal serious reproach. The court found that insufficient. Decisively, once the director had given a reasoned account that there were no assets, the burden of proving that assets did in fact exist shifted to the employee, and he did not meet it. With no remaining assets shown and no unwillingness to pay established, the reproach that the director had 'wrongly' resorted to turbo-liquidation did not succeed, and the dissolution could not be qualified as an unlawful act under Article 6:162 BW.

What this means for directors and creditors

For directors: turbo-liquidation remains defensible when there are genuinely no assets left — but keep a documented account of that position, because you may have to substantiate it if challenged. For creditors and employees: indignation is not enough. To hold a director personally liable after a turbo-liquidation, you must make it plausible that assets still existed and that non-payment stemmed from unwillingness rather than inability. Investigating the company's financial position early is essential.

Turbo-liquidation is neither a free escape for directors nor automatically wrongful towards those left unpaid. As this judgment confirms, liability turns on two questions: were there still assets, and was non-payment a matter of won't-pay rather than can't-pay? Where the answer to both is no, even a sympathetic creditor's claim will fail.

This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.