Every director asks himself from time to time under what circumstances his performance of his duties (or that of the artificial person as director) can lead to personal liability.

It is generally known that the director of an insolvent company should be concerned if the annual accounts were not filed in time in the past and/or the accounts were kept inadequately.

This subject also deserves attention where insolvency is not involved. For example, generally speaking directors may be liable for errors they have made. In addition, under certain circumstances they may be jointly and severally liable for certain premium and tax debts of the company. Directors may also be liable if the annual report or annual accounts misrepresent the company. Furthermore, under certain circumstances they may be liable towards the company itself by virtue of their responsibility for the policy they have pursued. This arises from the obligation of each director to act to the best of his ability to provide good management.

CMS Derks Star Busmann has extensive experience in legal proceedings in the area of directors' and officers' liability. We can also provide you with tailor-made advice on your options in a specific case, whether or not to give notice of liability, or whether there is a risk of directors' and officers' liability.

Our advice may also be about measures that could protect you against personal liability risk. Questions that could be raised include: Is it worth taking out insurance against directors' and officers' liability? What effect do management regulations have on liability risks in relations between colleague directors? What is the significance of indemnification provided by shareholders or others to the director or directors? What is the scope of the annual discharge granted each year on the adoption of the annual accounts?

Our specialist lawyers deal with such issues every day, which allows them to offer you expert advice in proceedings and recommendations to do with directors' and officers' liability.