Article 5:66 (besloten vennootschap or BV) and 7:77 (naamloze vennootschap or NV) of the Companies and Associations Code (CAC) provide for the joint and several liability of both the transferor and the transferee of non-fully paid up shares to pay up. This statutory provision is of mandatory law and does not allow the parties to contractually stipulate otherwise. The transferor is released from this joint and several liability only after five years have elapsed since the (opposability of the) transfer. If the transferor is held liable, he does have a recourse claim against the transferee (unless contractually stipulated otherwise). The…
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The Companies and Associations Code provides in Article 5:66 for private limited companies (“besloten vennootschap” or “BV”’) and Article 7:77 for public limited companies (“naamloze vennootschap” or “NV”) for the joint and several liability of both the transferor and the transferee for paying up not fully paid-up shares. This joint and several liability applies with regard to both the company (or the administrator (“curator”) in the event of bankruptcy) and to third parties (e.g. creditors). This legal provision is mandatory and does not allow parties to contractually determine otherwise. The transferor is only released from this joint and several liability…
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