Money a shareholder provided to a BV is not immediately repayable simply because of its bookkeeping label. First establish the arrangement: a loan, current account, capital or another relationship. Then consider when it falls due, subordination, interest and the business's financial position. In shareholder disputes, repayment and control may become intertwined. A business lawyer helps separate those questions. This guide addresses the civil-law assessment of a loan to a Dutch BV; tax classification and returns may require separate advice.
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1. Establish who provided which amount
Find the signed loan agreement, bank transactions, board decisions and later amendments. Who is lender and who is debtor: you personally, your holding or the operating company? A group comprises separate legal entities; one BV's debt cannot be treated as another's without grounds. Record transfer dates, original principal, repayments received and payment references.
Compare the records with the arrangements and original correspondence. An entry labelled loan is important evidence, but the substance of the legal relationship must be established. Money paid for shares or share premium does not automatically become an ordinary due loan through a later accounting change. Where documentation is incomplete, honestly record the alleged arrangement and its supporting evidence. Do not backdate an agreement to resolve an existing dispute retrospectively.
2. Read due dates and repayment provisions carefully
Check duration, repayment schedule, termination provisions and events that may trigger acceleration. Is there a fixed end date, a notice period or a link to the business's sale? Check whether a notice of default or another communication is required. Deciding as a shareholder to leave does not automatically make a loan immediately due. The shareholding and repayment claim may each require their own settlement.
Where arrangements are unclear or missing, a lawyer must assess the applicable statutory regime and interpretation. Do not use one general payment deadline for every shareholder loan. Ask what declaration is needed, who must receive it and which receipt date counts. Keep the final letter with dispatch and delivery evidence. Prepare a calculation distinguishing amounts you consider already due from future instalments not yet payable.
3. Investigate subordination and bank arrangements
Read not only the loan but any subordination agreements, bank terms and creditor arrangements. Subordination may affect ranking in recovery, restrict payment or impose conditions on interest and repayment. The precise wording determines the arrangement. The word subordinated therefore does not, without assessment, mean payment is never permitted, nor that payment outside bankruptcy is always unrestricted.
In 2024, the Amsterdam Court of Appeal considered a specific case about interpretation of arrangements concerning a shareholder loan and interest. That case underlines the potential importance of related commercial documents and their interpretation. It provides no standard answer for your contract. Ask what bank consent may be required and whether security or payment prohibitions apply. Obtain missing documents before transferring money or sending a demand that ignores the agreed ranking.
4. Calculate principal, interest and set-off separately
Prepare a verifiable balance with the opening amount, each payment and the interest basis. What percentage was agreed and from which date? Is interest paid or capitalised, and is there a contractual basis? A rounded figure in annual accounts may be insufficient for a specific payment claim. Identify discrepancies between the lender's and BV's records and ask the accountant to explain factual entries without treating the legal dispute as resolved.
If the BV wants to set off another claim against the shareholder, first check the parties, maturity and applicable conditions. An alleged counterclaim belonging to another group company is not automatically available for set-off. Keep disputed damages, management fees and repayments separate. A settlement must specify which debt each amount reduces and what interest remains. This prevents parties later allocating one payment to different items.
5. Assess decision-making and payment risk
Where the lender is also a director, examine who prepares and decides on repayment. A personal interest may raise a conflict-of-interest issue. Record relevant powers, interests and decisions. A technically possible bank signature does not establish correct internal decision-making. Also ask whether payment settles a genuine debt or actually constitutes a distribution; that classification has its own consequences.
Where finances are troubled, identify liquidity and other debts. Even a due loan does not allow a director to disregard every selective-payment risk. Liability or challenges to a payment depend on the specific legal basis and circumstances. With insolvency looming, first assess what information is needed and which actions are responsible. Avoid blanket rules that a shareholder must always come last or may always pay themselves first.
6. Choose a focused payment or dispute route
If repayment is refused, request a written position: is the loan's existence, maturity, interest or ability to pay disputed? Address that specific reason with the appropriate documents. A payment plan may suit temporary cash shortages but must clarify amounts, instalments, interest, security and consequences of default. A verbal request for patience does not automatically preserve every right.
A lawyer can assess a formal demand, ordinary proceedings or possible interim relief. Attachment is a separate intervention with its own conditions and risks; it is not an automatic next step for every unpaid loan. Discuss limitation periods for each claim and steps already taken. Keep governance or share disputes recorded separately from the specific money claim. A combined settlement may resolve several disputes but must specify precisely what ends.
7. Fictional example and file for your lawyer
Suppose a shareholder lent money through their holding to the operating BV and wants immediate repayment when leaving. The accounts show a balance, but the bank also required a signed subordination agreement. The initial assessment compares the loan, bank documents, payment history and departure arrangements. This fictional example does not determine whether repayment is possible. It shows why a positive balance does not fully answer when, by whom and under what conditions payment is required.
Bring contracts, amendments, bank arrangements, a balance overview and original payment evidence. Add the latest figures and any proposed share transfer. Request assessment of maturity, necessary decisions, interest and recovery options. Agree whether tax advice is needed and who provides it. Record the client: the BV and lending shareholder may have opposing interests. A clear engagement makes advice useful to the correct party.
Frequently asked questions
Can I demand immediate repayment when I leave?
Not automatically. Read duration, termination provisions, subordination and any departure arrangements. Selling shares and recovering a loan are different actions.
Does subordination mean payment is never allowed?
That depends on the agreed provisions. Ranking and payment restrictions require separate examination; the label alone is insufficient.
May I transfer repayment of my own loan as director?
First assess authority, conflict of interest, maturity and financial circumstances. Bank access is not complete legal permission for payment.
Sources
These sources relate to this page. For a specific case, check current rules and your own documents.
- Gerechtshof Amsterdam — ECLI:NL:GHAMS:2024:1985 Accessed: 2026-10-23
- Burgerlijk Wetboek Boek 6 — nakoming en verrekening Accessed: 2026-10-23
- Burgerlijk Wetboek Boek 2 — bestuur en tegenstrijdig belang Accessed: 2026-10-23
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