Company liable for directors’ social security contributions

In a recent judgment of 22 June 2026, the Court of Cassation dismissed the appeal in cassation lodged by MD & M, which had been held jointly and severally liable by the social insurance fund Partena for the outstanding social security contributions of one of its directors. Those contributions related exclusively to her personal self-employed activities.

The facts

• Ms was a director of MD & M from 24 June 2015 to 29 March 2019.
• She received no remuneration whatsoever from MD & M for this role. In addition, she was a non-active shareholder.
• Since 1 July 2014, she had also carried out a self-employed activity in her own name as an IT consultant and business coach, entirely independently of her directorship.
• The dispute concerned outstanding social security contributions for the four quarters of 2017 relating to her personal self-employed activity as an IT consultant and business coach.
• Nevertheless, Partena claimed these arrears from MD & M on the basis of the joint and several liability provided for in Article 15, § 1, third paragraph, of Royal Decree No. 38 of 27 July 1967 establishing the social security scheme for self-employed persons.
• Both the Labour Court and the Brussels Labour Court of Appeal (judgment of 23 October 2023) held MD & M jointly and severally liable for all of Ms T.’s arrears, irrespective of whether or not they were connected with her directorship.

The ground of appeal in cassation

Before the Court of Cassation, MD & M argued that the joint and several liability under Article 15, § 1, third paragraph, of Royal Decree No. 38 should be limited to contributions connected with the directorship itself, by analogy with the rules governing a self-employed person and their assistant.

MD & M also argued that the social security contributions related to an activity with no connection whatsoever to the company, which should exclude the company’s joint and several liability.

The Court of Cassation’s decision

The Court of Cassation dismissed this ground of appeal.

Under Article 15, § 1, third paragraph, of Royal Decree No. 38, a legal entity is jointly and severally liable for the payment of contributions owed by its corporate officer, without that provision further limiting the effects of such liability.

Two cumulative conditions must be met for this joint and several liability to apply:

1. The corporate officer or shareholder held an office or carried out an activity as a shareholder within the company during a given period.
2. For that same period, social security contributions are still owed by that person in their capacity as a self-employed person.

Once these two conditions are met, the company is jointly and severally liable for all social security contributions owed by the corporate officer or shareholder for that period. It makes no difference whether those contributions are connected with the office itself or arise from another self-employed activity that is entirely unrelated to the company.

What does this mean for your company?

The implications of this judgment are significant.

Once it is established that someone was a shareholder or corporate officer of your company during a given period, your company risks being held jointly and severally liable for all social security contributions owed by that person as a self-employed person for that period. This applies even where those contributions are entirely unrelated to the office or to any activity within the company.

In practical terms, we recommend that you:

• When appointing a director or shareholder, check whether that person carries out any other self-employed activities alongside their office.
• Include an express clause in the director’s agreement stating that the corporate officer or shareholder is personally responsible for paying their social security contributions. Also impose a notification obligation so that the company is informed in good time of any ancillary activities and the corporate officer or shareholder confirms that the related social security contributions are paid correctly and on time. Such a clause is not strictly necessary, as a right of recourse against the corporate officer or shareholder, as the person ultimately liable for the contributions, arises by operation of law. However, it makes the recourse immediately enforceable and avoids disputes about its basis and scope.
• Remain alert to the possibility of submitting a request for release from joint and several liability within the statutory time limit as soon as the social insurance fund seeks payment from your company.

Forewarned is forearmed.

Do you have any questions or would you like assistance? Please contact us. Our team of lawyers at PKF BOFIDI Legal will be happy to help.

This article was written by Marnix Van Den Plas and Stef Aerts.