A shareholder who has lent money to a bv (private limited company) can demand repayment if the loan is due and payable and no applicable arrangement prevents this. Your position as a creditor must be distinguished from your position as a shareholder or director. A conflict does not automatically give a right to immediate repayment, but nor does it automatically turn a genuine loan into capital that must remain in the business.
Nederlands: Lees dit artikel in het Nederlands: Aandeelhouderslening terugvorderen bij een conflict in de bv
Türkçe: Bu makaleyi Türkçe okuyun: Bv’de uyuşmazlık hâlinde pay sahibi kredisinin geri talep edilmesi
It is precisely in a shareholder dispute that these roles easily become mixed up. One shareholder wants to leave and get his contribution back. The other claims that there is no money, or that everyone agreed to finance the business for the long term. Meanwhile, the bv may well be paying management fees or repaying a loan to another person involved.
This blog deals with the legal and practical assessment of your repayment claim. The key is reconstructing the financing arrangement, whether the loan is due, and the restrictions arising from contracts, decision-making and the financial condition of the bv.
A loan, share capital and a current account are different things
Money you transfer to the bv may have different legal bases. You may pay up shares, provide a separate loan or book amounts to a current account. With capital, there is no ordinary repayment obligation of the kind that exists with a loan. A current account relationship, in turn, may have its own arrangements on netting and settlement.
Start, therefore, by gathering the agreement and the accounts. What did the resolution or message preceding the transfer say? Was interest charged? Were repayments made? Did the bv acknowledge your claim in a balance confirmation? The annual accounts may provide evidence, but they do not replace an assessment of the underlying arrangements.
Tax qualifications also deserve separate attention. The fact that an adviser describes a loan as non-arm’s length for tax purposes does not in itself mean that there is no repayment obligation under civil law. Have the legal and tax consequences assessed together, without treating them as identical questions. The general rules on loans are set out in Book 7 of the Dutch Civil Code (BW).
Who is the creditor: you personally or your holding company?
A common mistake is to litigate in the name of the wrong person or company. You may have negotiated personally while your holding company concluded the contract and transferred the money. The claim then does not automatically belong to you personally. Conversely, a payment through a holding company does not automatically turn every personal arrangement into a loan from that holding company.
Compare the contract, bank account, accounts and correspondence. Also check whether a claim was later assigned or contributed. A change to an organisation chart is not a complete record of a legally valid transfer of a loan.
The same applies on the debtor’s side. Did the operating company borrow the money, or the joint holding company? A group is not a single debtor. The fact that money was ultimately used in a subsidiary does not automatically make that subsidiary your contracting party. This initial check prevents a claim that is sound on the merits from failing because of the wrong party or unclear authority.
When is the shareholder loan due and payable?
The loan agreement may contain an end date, a repayment schedule, a notice period or a specific ground for calling in the loan. Sometimes repayment is made dependent on free cash flow or on the consent of an external financier. Those arrangements must be interpreted in concrete terms. General disappointment about the cooperation is no substitute for an agreed ground for calling in the loan.
Check whether leaving as a shareholder or director expressly triggers a settlement. The end of a management agreement does not necessarily make a separate loan due. The sale of shares and the repayment of the loan may also be contractually independent of each other.
If no time for repayment has been agreed, Article 7:129e of the Dutch Civil Code may be relevant: unless another time has been agreed, the borrower must repay within six weeks of being notified that the lender is calling in the loan. Older agreements and unusual wording require further assessment. Please also read our blog on limitation of a private loan before continuing negotiations for a long time.
Is your shareholder loan subordinated?
A loan is not automatically subordinated because the lender is a shareholder. Subordination may arise from specific arrangements, for example with a bank or other financier. The wording determines against whom the subordination applies and what consequences the parties have attached to it.
An arrangement on ranking in recovery is not always the same as a prohibition on interim payments. Some agreements contain both. Others only govern what happens in a bankruptcy or on enforcement. Also check whether interest may be paid and whether set-off is restricted.
The statutory possibility of agreeing a lower ranking can be found, among other provisions, in Article 3:277(2) of the Dutch Civil Code. A brief reference to a “subordinated loan” in the annual accounts is a reason to request the full arrangements. Do not conclude on the basis of that single label that repayment is always prohibited, or on the contrary freely permitted.
What does an arrangement with the bank mean for your claim?
A bank may have provided financing subject to conditions concerning shareholder loans. Think of a payment prohibition, an obligation to ask for consent or an arrangement that repayments received must be passed on. Sometimes you yourself co-signed such an agreement; sometimes an obligation rests primarily on the bv.
That distinction matters for the legal consequences. Examine who is a party, which sanctions were agreed and whether the restriction still applies. A bank employee who says orally that repayment is undesirable is not the same as a clear contractual prohibition. Conversely, an existing written arrangement cannot be ignored simply because your fellow shareholder is now willing to pay.
A conflict with the financier may give rise to a credit dispute at the same time. For that, read bank or lender calls in a loan. Keep your claim against the bv and the position of the bank visibly separate in negotiations; they can influence each other without forming the same legal relationship.
May the bv refuse payment because there is not enough money?
A lack of liquidity does not in itself extinguish a debt that is due. It can, however, determine which solution is realistic and which risks the board must assess when making a payment. A claim that exists in law is not always immediately recoverable in full.
Ask for a substantiated explanation when the bv claims it cannot pay. An up-to-date liquidity forecast, an overview of other debts and expected receipts provide more information than a statement that the business is having a hard time. Your right to specific information depends partly on your position and on the applicable rules and arrangements.
Also consider alternatives: phased repayment, additional security or payment upon a specifically described event. Record whether you are only granting a deferral or definitively giving up rights. A broadly worded full and final discharge may go further than intended, particularly when the sale of shares is settled at the same time.
Director and creditor: how do you deal with a conflict of interest?
If you are a director and want the bv to repay your own loan, your personal interest and the company’s interest may diverge. Article 2:239(6) of the Dutch Civil Code contains rules on participating in deliberations and decision-making where there is a direct or indirect personal conflict of interest.
That does not mean that every repayment to a director is prohibited. It must, however, be assessed who may take the decision and how it is carefully recorded. The articles of association and the composition of the board and supervisory bodies are relevant here. Your own signature on a payment order alone does not resolve the decision-making question.
Keep the justification for the payment: the due date, balance, liquidity position and consequences for other obligations. The statutory rules on management are set out in Article 2:239 of the Dutch Civil Code. In a conflict, obtain an independent assessment in good time, so that collecting your loan does not itself trigger a new liability dispute.
Is repayment the same as a dividend distribution?
No, an ordinary repayment of an existing loan is not simply a distribution on shares. The rules on distributions in Article 2:216 of the Dutch Civil Code therefore cannot automatically be applied to every repayment. The true nature of the payment must first be established.
That distinction does not make a repayment risk-free. In certain circumstances, a payment may still raise questions about directors’ liability, prejudice to creditors or the possibility of it being set aside in a bankruptcy. A sham loan or an incorrect description in the accounts does not change the actual situation.
So assess both the legal basis and the timing and consequences of the payment. Documentation is essential, especially when the bv is having payment difficulties. Advice that merely states that the distribution test does not apply does not yet answer all the relevant questions about a payment to a shareholder who is involved.
What if the other shareholder does get repaid?
Unequal payments are a reason for investigation, but not every difference in treatment is unlawful. One loan may have become due earlier, may have different security or may have been granted on different terms. Compare the agreements and the decision-making before drawing conclusions.
On the other hand, selectively favouring someone during a conflict or a financial emergency may be problematic. Relevant facts include the available funds, knowledge of other creditors, the relationships between those involved and the purpose of the payment. The assessment depends on the circumstances.
Ask for specific documents and record when you learned of payments. In addition to repayment of your loan, also examine whether resolutions or conduct need to be challenged separately. A shareholder dispute and a loan claim can run in parallel, but do not always have the same procedure or standard of proof. A joint strategy prevents you from reaching a solution on one aspect that worsens the other.
Selling shares: remember to settle the loan separately
In an exit arrangement, the price of the shares is often discussed first. The loan then easily disappears into a general clause covering all mutual claims. Record explicitly whether the loan will be repaid, transferred to the buyer, converted or partly waived.
State the principal, interest up to an agreed date and any security. If payment is only made later, discuss what protection applies and what happens in the event of non-payment. A high purchase price on paper does not automatically compensate for a loan that remains in the bv without security.
Also check personal guarantees for the bv’s debts. Selling your shares does not automatically end such a guarantee. See guarantee for a loan. A complete exit arrangement deliberately links the shares, the loan, the management relationship, security and any full and final discharge.
Practical example: two shareholders and a maturing loan
Two entrepreneurs each hold half of the shares. One of them has lent €60,000 to the operating company through his holding company. The agreement specifies an end date. After a conflict, the other entrepreneur refuses repayment, because in his view the money is needed for growth. In addition, an annex from the bank contains a restriction on payments to shareholders.
First, it must be established who the creditor is and what exactly the bank annex prohibits. The balance, end date and decision-making are then checked. The argument that growth is desirable does not in itself replace the loan arrangement. But an applicable payment prohibition may make a different approach necessary.
This fictitious example shows why a demand letter alone is sometimes not enough. Possible outcomes include a controlled repayment, consent from the financier, a phased arrangement or legal proceedings. The choice depends on the documents, the financial room for manoeuvre and the broader arrangements on the exit.
How do you build a file for recovery?
Gather the loan agreement, shareholders’ agreement, articles of association, bank arrangements, current account statements and relevant annual accounts. Add proof of the advance and of repayments. Draw up an overview of changes: increases, extensions, conversion arrangements and written balance confirmations.
Note in which capacity you acted in each relevant step: as a private shareholder, director of a holding company or director of the operating company. This avoids confusion about representation and authority. Also keep documents that do not support your position; these must be taken into account in the assessment.
Then define your goal. Do you only want repayment, an exit from the business or a broader separation? Proceedings about one loan can be part of a solution, but need not resolve the entire shareholder dispute. In business loan not repaid you can read more about demand letters, security and recovery.
Which procedure or arrangement suits the dispute?
Where a claim is clearly due, ordinary debt collection proceedings can be considered. If powers, decision-making or shareholder rights are also in dispute, a broader approach may be needed. The right route depends on the claims and the relief sought, not only on the size of the amount lent.
Have the costs, evidential position and recovery options discussed in advance. A judgment against an empty bv may yield little. An arrangement with verifiable payment dates and real security may be financially more attractive, while an untenable refusal may in fact make litigation necessary.
Negotiations do not automatically prevent limitation. Keep track of the relevant periods, therefore, and assess whether the limitation period needs to be interrupted. Have any agreement not to take measures for the time being worded precisely. A temporary standstill should not become an unintended waiver of the loan or other rights.
What if you no longer have access to the accounts?
After leaving as a director, or after a shareholder dispute escalates, access to the accounts may be restricted. Keep the documents you lawfully hold, therefore, and draw up a targeted list of missing information. Describe why each document is needed for the loan claim.
Your position as a shareholder, former director or creditor may give rise to different requests for information. A shareholder does not automatically have unlimited access to every internal folder. At the same time, the bv cannot dismiss a substantiated claim with an unverifiable statement about the balance.
First, ask specifically for loan movements, balance confirmations and the applicable financing arrangements. A clearly defined request makes clear which information is genuinely missing. If it is refused, it can be assessed which legal options exist to obtain the relevant documents. The legal basis and proportionality of such a request must match your position.
Do not use old access rights that you clearly may no longer use. A problem of evidence must be solved through a lawful route. Record which documents you already have, how you obtained them and which discrepancies you see in them. This allows your lawyer to prepare the repayment claim without a discussion about access to information needlessly widening the dispute.
See our approach to disputes over a loan, including between shareholders and their company.
Frequently asked questions about shareholder loans
Is my loan automatically subordinated because I am a shareholder?
No. That requires an examination of the applicable arrangements and any special circumstances. Contractual subordination can have different consequences for ranking, payment and set-off.
Can I call in the loan as soon as I sell my shares?
Only if that follows from the arrangements or another valid ground. The transfer of shares and whether the loan is due are separate questions. Deal with the loan expressly, therefore, in the exit documentation.
Can my holding company demand repayment if I have a personal dispute?
As a creditor, the holding company can exercise its own rights, provided the loan is due and the proper decision-making takes place. A personal conflict is not in itself an additional ground for calling in the loan.
As a director, may I have my own loan repaid?
That requires a check of whether the loan is due, the decision-making, any conflict of interest and the financial situation. An available bank account and signing authority are not enough to answer all the legal questions.
Does a loan lapse if it is non-arm’s length for tax purposes?
Not automatically. The tax treatment and the civil-law obligation to repay must be assessed separately. The agreement and how it was actually performed remain relevant to your claim against the bv.
Can I keep charging interest during the conflict?
That depends on the interest arrangement, whether the loan is due and any amendments or subordination. Make a transparent calculation and distinguish contractual interest from interest for late payment.
Having your shareholder loan and exit arrangements assessed
Do you want to reclaim money from a bv in which you are or were a shareholder? Compare the loan, the shareholders’ agreement and the financing annexes. By contacting Arslan & Arslan Advocaten you can discuss whether the loan is due, the restrictions and possible next steps. Your repayment claim is then assessed in the context of the business dispute and your personal risks.
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.
