If a company fails to repay a business loan, recovery starts with three checks: who is the debtor, which amount is due and payable, and against which assets can recovery actually be sought? You then choose between a formal demand letter, a payment arrangement, legal proceedings or enforcing security. A signed contract helps, but without further assessment it does not always give you an immediately enforceable claim.
Nederlands: Lees dit artikel in het Nederlands: Zakelijke lening wordt niet terugbetaald: wat kunt u doen?
Türkçe: Bu makaleyi Türkçe okuyun: Ticari kredi geri ödenmiyor: ne yapabilirsiniz?
This situation arises with entrepreneurs who finance each other temporarily, private investors and people who lend money to the business of a friend or family member. Sometimes only one instalment is late. Sometimes the company suddenly claims that your contribution was an investment that does not have to be repaid.
This blog is aimed at non-bank lenders and at companies facing a dispute over repayment. If you lent money to your own bv as a shareholder, you will find additional points to consider in our blog on recovering a shareholder loan.
Step 1: establish to whom you legally lent the money
The trade name on a website is not always the legal contracting party. A loan may have been entered into with a bv (private limited company), a sole proprietorship, a partnership or an individual who then invested the money in a business. That difference determines whom you must approach and which assets may be available.
With a bv, the company itself is in principle the debtor. The director does not automatically become personally liable because he negotiated or signed on behalf of the bv. A sole proprietorship is not a separate legal entity in the way a bv is. For a general partnership (vof), different rules again apply to the liability of the partners.
Compare the contract with the bank transfer, the actual correspondence and the details in the Trade Register. Pay attention to the date: a later change of director or trade name does not automatically change the original debtor. A transfer to a private account while the contract names a bv calls for an explanation. Do not conclude from that, without context, that the recipient borrowed the money personally.
Step 2: was it a loan or a risk-bearing investment?
Under a loan agreement there is an obligation to repay the sum received in accordance with the agreed terms. With share capital, that same repayment obligation does not exist. A profit-sharing return does not automatically turn an arrangement into share capital, while using the word loan does not legally qualify every provision of capital as one.
Examine the agreed return, the term, the repayment conditions and the risk that the parties knowingly accepted. Was repayment owed unconditionally on a specific date, or only out of available project income? Could the contribution be converted into shares? Does a separate agreement carry more weight than the description on the bank statement?
The way something is recorded in the accounts is relevant evidence, but does not in itself decide what the parties agreed. The statutory basis for loans can be found in Title 2c of Book 7 of the Dutch Civil Code (BW). Without a clear contract, reconstructing conversations, messages and subsequent conduct becomes more important. See also reclaiming money lent without a contract.
Step 3: check when repayment is due
A loan may have a fixed end date, a repayment schedule or a provision on termination. If one monthly instalment is not paid, the entire remaining principal does not automatically become due and payable at once. That requires a ground in the agreement or in the law, and any conditions attached to it must have been met.
Read an acceleration clause in full for that reason. Does it first require a written warning, a period to remedy the default or a specific event? Has the stated default actually occurred? A deteriorated relationship between entrepreneurs is not in itself always a ground for calling in the loan.
Where no time for repayment has been agreed, the statutory rules may play a role. Unless another time has been agreed, Article 7:129e of the Dutch Civil Code provides for repayment within six weeks after the lender has given notice that it is calling in the loan. The contract date and any transitional rules deserve attention. Do not automatically apply a seven-day deadline from a standard collection letter to every private business loan.
Step 4: make the outstanding amount verifiable
A useful statement of account contains the original advances, additional drawdowns, repayments, interest owed and separate costs. State the date and legal basis for each item. Take into account payments that may have been made through a different account or a group company.
Sometimes the parties do not disagree about the loan itself, but about how payments should be allocated. The company calls an amount a repayment; the lender has booked it as interest. Look at payment references, agreements and the rules on allocation of payments. Do not quietly adjust the accounts after the event to make a claim larger.
Also check set-off defences. A company may argue that it is still owed money by the lender under a different agreement. That does not justify every deduction. The identity of the parties, whether the claim is due, contractual exclusions and substantiation are all relevant. Present the balance both before and after the disputed set-off, so that it is clear which part is genuinely in dispute.
What interest and collection costs can you claim?
Distinguish between agreed loan interest, interest for late payment and extrajudicial collection costs. Not every business loan automatically falls under the statutory commercial interest rate. The nature of the obligation and the statutory conditions must be assessed; “both parties are businesses” is not, in itself, a complete justification.
Likewise, a contractual costs clause does not mean that every fee charged will simply be awarded. Check applicability, calculation and any statutory limits. Where the other party is a private individual, protective rules may apply that you cannot set aside by calling the agreement a business arrangement.
State the interest rate, the period and the legal basis separately in the demand letter. A clear calculation encourages payment and prevents proceedings from needlessly revolving around an incomprehensible sum. In unjustified interest and costs on a loan we discuss how such a calculation is checked from the borrower’s perspective.
What should a demand letter for a business loan contain?
Identify the agreement, the amounts advanced, the due date and the remaining debt. Explain why payment is now being demanded and refer to the relevant clause. Attach the statement of account. Allow a reasonable deadline and make clear to which account payment must be made.
If the entire loan is being called in early, deal with that step expressly. A payment reminder for one overdue instalment is not always the same as a legally valid acceleration of the whole loan. Keep proof of sending and receipt. Send the letter to the correct contracting party and, where necessary, use several channels that can be evidenced.
Ask for a substantive response to specific disputed points. A business letter does not have to be threatening to be effective. Avoid announcing measures that are not legally available or have not actually been prepared. A strong demand letter makes the claim clear and supports the next step; it is no substitute for examining the contract.
When is a payment arrangement sensible?
An arrangement can be attractive if the company is viable but temporarily lacks sufficient liquidity. In that case, ask for more than a general promise that things will soon improve. A cash flow forecast, expected receipts and existing payment obligations help to assess whether the proposal is realistic.
Record which balance is acknowledged, which amounts will be paid on which dates and how interest and costs will be treated. Specify what happens if an instalment is missed. Also discuss whether existing security remains in place and whether the new arrangements replace existing rights or merely supplement them.
An excessively high first instalment may lead to an arrangement that fails straight away. A very long arrangement without information can equally weaken your position. Assess the total expected return and the risk, not only the size of the monthly payment. Put agreements on a temporary standstill or on suspending measures in writing, so that no new dispute arises over them.
Which forms of security can help with recovery?
Check whether a right of pledge, mortgage, guarantee or other security was agreed and validly created. A sentence in a loan agreement stating that inventory serves as security is not always enough to create a valid right of pledge with the intended ranking.
Ask about prior rights of other financiers. The economic value of a machine or property is not the same as the proceeds that will become available to you. Costs of sale, higher-ranking rights and other claims can limit the practical value. The description of the secured claims also deserves attention.
A guarantee can offer a separate route, but the guarantor may have protection and defences of their own. See being held liable as guarantor for a loan. Do not, without checking, pursue everyone involved as if they all had the same obligation. A careful distinction avoids unnecessary proceedings against the wrong party.
Can you attach assets before there is a judgment?
In some situations a prejudgment attachment can be requested to safeguard the possibilities of recovery. This requires leave from the court. It is not an automatic next step for every arrear. Among other things, the substantiation of the claim, known defences, proportionality and the interest in attachment become relevant.
An attachment can have a far-reaching impact on a business and may entail liability risks if the claim later fails. For that reason, also have the weak points of the file discussed. Presenting the facts incompletely to the court can harm the position of the attaching party.
An attachment is usually followed by proceedings on the merits within the set period, if these are not already pending. So prepare not only the application for attachment, but also the substantive dispute and the costs budget. If a company is willing to provide suitable substitute security, that may be an alternative that needs to be assessed further.
When can the director be personally liable?
The fact that the bv does not pay is not sufficient in itself. Personal liability of a director requires a separate legal basis and an assessment of the circumstances. Think of entering into obligations while the director knew or should reasonably have understood that the bv would not be able to perform and would offer no recourse, or other seriously culpable conduct.
The evidence then concerns more than an unpaid loan. Relevant information may relate to the financial position at the time the loan was taken out, specific promises, the transfer of assets and the role of the director. Disappointing business results are not the same as personal unlawful conduct.
Nor does a signature on behalf of the bv simply make the director a co-debtor. Check whether there is also a clear personal obligation. The general basis for liability may lie, among other provisions, in Article 6:162 of the Dutch Civil Code. Have a personal claim substantiated separately before you base your recovery strategy on it.
What if the company goes bankrupt?
In a bankruptcy, you need to examine how to submit your claim to the bankruptcy trustee (curator) and what ranking or security you have. An unsecured claim offers no guarantee of any distribution. Security rights can put you in a different position, but rules and practical limitations apply there as well.
A bankruptcy petition is not a general means of pressure suitable for every disputed amount. The statutory conditions must be met. Where the aim is mainly to enforce payment of a loan that is disputed on the merits, ordinary proceedings are often the route that should be assessed first.
Be careful, too, with last-minute security or payments shortly before a bankruptcy. Under certain conditions, the trustee can challenge transactions that prejudice creditors. The fact that a payment is attractive to you does not mean that it will remain unassailable. Assess the circumstances for that reason and keep all communications about the financial difficulties available.
How should a company respond to a disputed claim?
As a borrower, it is sensible to distinguish between an inability to pay and a substantive defence. Insufficient turnover does not usually cancel a valid repayment obligation. Incorrect acceleration, an incorrect balance, payments already made or different contractual arrangements can, however, be relevant.
Respond with documents and your own calculation. Indicate which part of the claim you acknowledge and which part you dispute. If you need time to gather information, ask explicitly for an extension. That request does not automatically extend the deadline. If you receive a summons, pay attention to the procedural steps set out in it.
An arrangement can give a company breathing space, but do not sign a new personal guarantee or a broad acknowledgement of debt without reading it. A solution for the bv can otherwise create a new private problem. You can read more about this in disputing the repayment of a loan.
Building a file that makes a next step possible
Gather contracts, bank statements, balance confirmations, correspondence, security deeds and recent information about the company. Draw up a timeline with the advance, repayments, changes and reminders. List any oral agreements separately, stating who was present and which messages support them.
Also map out the economic interest. Proceedings can have good legal prospects while recovery remains uncertain. Conversely, a partial payment with sufficient security may work out better financially than a lengthy dispute. Ask, therefore, for an assessment of evidence, costs and recovery as a coherent whole.
Do not lose sight of the limitation period while you negotiate. A conversation or proposal does not automatically prevent a period from expiring. In limitation of a private loan you can read why the due date and timely interruption of the limitation period each require separate attention.
A loan through multiple lenders or a platform
If several investors finance a company, collection may be organised centrally. Check whether you have a direct claim yourself, or whether a foundation, agent or other party exercises certain rights. Your economic interest is not always the same as the power to call in the loan or enforce security independently.
So also read the terms of participation and the arrangements between lenders. Do decisions depend on a majority? May an individual investor bring proceedings? Who holds a right of pledge and how are proceeds distributed? Those questions can determine the steps available to you, even when the arrears are clear.
Ask for periodic information on the balance, measures taken and costs incurred. Check whether payments to the joint representative have already been processed in your own overview. Otherwise, a discrepancy between records may look like a default by the borrower.
If you are dissatisfied with a platform, do not simply assume that the platform itself must repay the loan. The role and own obligations of the intermediary require a separate assessment. Keep the claim against the company and any dispute about the services provided separate, so that the right party is approached on the right basis.
Would you like the claim to be assessed? Read about our approach to business and private loan disputes.
Frequently asked questions about recovering business loans
Can I call in the entire loan immediately after one missed instalment?
Not always. Check the repayment schedule, the acceleration clause and any required warning or period to remedy. Without a valid ground, only the instalment already due may be payable.
Can I hold the director personally liable?
Only if there is a separate ground for doing so, such as a personal undertaking or liability for his own unlawful conduct. The payment arrears of a bv do not automatically make the director personally liable.
Is a loan to a friend’s business a business loan?
That depends on the parties, the purpose and the arrangements. A personal relationship does not in itself change the identity of the debtor. Check whether your friend borrowed personally or acted on behalf of a company.
Do I have to accept a payment arrangement?
That does not follow automatically from the proposal. A workable arrangement can, however, make economic sense. Compare the expected return, security and costs with litigation and possibly limited recovery.
What if there is no signed contract?
Other evidence can also be relevant, such as bank transfers, e-mails and acknowledged repayments. It becomes more important to reconstruct that there was an obligation to repay and which conditions applied to it.
What if the company calls my loan an investment?
Examine the original arrangements on repayment, risk and return. The label chosen or the accounting entry does not on its own decide the legal qualification. A fixed repayment arrangement can be important evidence.
Help with a business loan that is not being repaid
Have you, as a private individual or entrepreneur, lent money to a company, or is your business facing a disputed repayment claim? Through Arslan & Arslan Advocaten you can have the contract and payment history assessed. See also our information on a debt collection lawyer for the possible next steps with a claim that is due and payable.
Written by Onur Arslan, attorney at Arslan Advocaten and responsible within the firm for the financial practice: credit registrations, loans and disputes with financiers. Registered in the Netherlands Bar’s register of specialist areas for employment law and personal injury. Content reviewed on 12 September 2026 against the statutory text on wetten.overheid.nl and the cited judgments on rechtspraak.nl.
