WILLEMSTAD, THE HAGUE - In a landmark decision with significant implications for Curaçao’s business community, the Supreme Court of the Netherlands (Hoge Raad) has ruled on November 7, 2025, that directors of Curaçaoan companies who are held personally liable for unpaid taxes and social premiums can challenge such claims before the civil courts, but not before the tax or administrative courts.
The ruling, issued under reference ECLI:NL:HR:2025:1657, responds to a series of prejudicial questions submitted by the Common Court of Justice of Aruba, Curaçao, Sint Maarten, and the BES islands concerning the legal position of company directors accused of personal liability by the Receiver of the Country of Curaçao (De Ontvanger).
Background of the case
The case involved the director of Venta Trading N.V., a Curaçao-based company with outstanding tax and premium debts totaling NAf 150,847, relating to wage tax, turnover tax, profit tax, and social insurance contributions (AVBZ and BVZ). In 2017, the Receiver issued enforcement orders against the company, but also targeted the director personally, later seizing his personal belongings in 2018.
The director contested the seizure, arguing that he could not be held responsible for the company’s tax debts and that the assessments were incorrect. After losing at the Court of First Instance and the Common Court, the case was referred to the Supreme Court to clarify what legal avenues are available to directors in such situations.
Key legal questions
The central issues before the Supreme Court included:
Whether a company director can oppose tax enforcement under the Landsverordening Dwanginvordering (Curaçao’s tax collection law);
Whether a director has any legal right to be exonerated (“disculpatiemogelijkheid”) from liability if he proves he could not prevent non-payment;
Which court—tax, administrative, or civil—is competent to hear such challenges;
And whether the company itself must be summoned in proceedings initiated by its director.
The Supreme Court’s conclusions
The Supreme Court confirmed that:
Directors can file an objection (“verzet”) before the civil court under Article 4 of the Landsverordening Dwanginvordering to challenge enforcement actions against them.
The company itself does not need to be summoned in such proceedings.
A director cannot appeal to the tax court or the administrative court regarding personal liability since the liability arises directly from the law and not from an official tax assessment issued to them.
Only under the Profit Tax Ordinance (Landsverordening Winstbelasting 1940) does a director have a limited right to demonstrate that he was “unable to ensure payment”, potentially releasing him from liability.
The concordance principle—which aims to harmonize laws across the Dutch Caribbean—does not automatically extend exoneration rights found in Dutch or Aruban tax laws to Curaçao.
However, a director may invoke the principle of reasonableness and fairness before the civil court if enforcement against them is deemed manifestly unjust.
Implications for business leaders
This decision clarifies for the first time that in Curaçao, civil courts serve as the primary venue for company directors seeking to challenge their personal liability for corporate tax debts. It also underscores that, unlike in the Netherlands or Aruba, Curaçaoan law does not yet provide statutory defenses for directors who acted in good faith but were unable to prevent non-payment.
The ruling could influence future legislative reforms, particularly regarding the balance between state tax collection powers and personal legal protection for company directors.
The Supreme Court’s decision—delivered by Vice President M.V. Polak and Justices M.T. Boerlage, F.J.P. Lock, S.J. Schaafsma, and W.A.P. van Roij—was issued in public session and will serve as authoritative guidance for all future tax liability disputes involving Curaçaoan corporate directors.
