Attachment of shares: how seizure and sale of BV shares work

Attachment of shares (beslag op aandelen) is the seizure of registered shares in a Dutch BV or NV as security for, or payment of, a claim. The bailiff levies it with the company, not with the shareholder, and the shares can only be sold with the court’s permission and on the conditions it sets; the main exception to the free hand of the creditor is the blocking clause in the articles of association, which also applies in enforcement unless the court sets it aside.

That makes attachment of shares a strong instrument against a debtor whose assets sit in a company, but a demanding one. Below we explain the two forms of attachment, how it is levied, the hard one-month deadline for the sale request, the blocking clause, and the risks for the attaching creditor.

What is the difference between prejudgment and executory attachment?

Prejudgment attachment (conservatoir beslag) freezes the shares before there is a judgment; executory attachment (executoriaal beslag) is used to sell them on the basis of an enforceable title. In practice, a case often starts with the first and ends with the second.

Prejudgment attachment prevents the shareholder from quickly selling or pledging the shares. The general rules on prejudgment attachment in Dutch law apply. Under Article 704 of the Dutch Code of Civil Procedure (Rv), it converts automatically into an executory attachment once the creditor obtains an enforceable judgment in the main proceedings and serves it on the debtor. No new attachment is needed.

How is attachment of registered shares levied?

Through the company. Under Article 474c Rv, the bailiff serves a writ on the company, after which an annotation is placed immediately in the shareholders’ register, signed on behalf of the company and by the bailiff.

The writ must, on pain of nullity, name the creditor and the debtor, the enforceable title and an address for service at the bailiff’s office. The company receives a copy of the writ and the title.

For prejudgment attachment, the creditor first needs leave from the interim relief judge (voorzieningenrechter). Under Article 715 Rv, that leave takes the place of the enforceable title. Under Article 700(3) Rv, the leave sets a period of at least eight days after the attachment within which the main proceedings must be started. If the creditor misses it, the attachment lapses. This is a classic pitfall.

Listed shares and other securities held through a bank or investment firm are attached differently: with the intermediary that holds them, under the Securities Giro Act (Wet giraal effectenverkeer).

What must the company do after the attachment?

The company is a necessary link in the chain and has its own statutory duties. It must cooperate with the annotation in the register, disclose older rights and account for distributions.

• Under Article 474c Rv, it annotates the attachment in the shareholders’ register immediately.
• Under Article 474f Rv, it informs the bailiff in writing within eight days of rights already resting on the shares, such as a pledge, with the names and addresses of the holders.
• Under Article 716 Rv, the attachment also covers dividends and other benefits from the shares. The company makes a statement on them to the court before the sale decision, and the court can order it to pay them to the bailiff.

Courts can order further cooperation. On 10 September 2025, the District Court of Oost-Brabant ordered the companies concerned to give the bailiff access to the register within seven days, to provide financial records within 14 days, to cooperate with due diligence by potential buyers and to pay over the benefits, backed by penalty payments capped at €50,000 in total (ECLI:NL:RBOBR:2025:5849).

How are attached shares sold?

Only with the permission of the court. Under Article 474g(1) Rv, the creditor must ask the District Court of the place where the company has its seat, within one month after the attachment writ, to decide that and within what period the shares may be sold; otherwise the attachment lapses.

Before deciding, the court summons the bailiff, the creditor, the debtor, the company and, if needed, other interested parties to be heard (Article 474g(2) Rv). It then sets the manner and conditions of the sale (Article 474g(3) Rv). A private sale is often more sensible than an auction, because there is no open market for shares in a private company.

Delivery follows its own regime. Under Article 474h Rv, the bailiff draws up an official report (proces-verbaal) of the sale, and delivery requires that this report is registered in the Netherlands; the rights attached to the shares can be exercised once the report and the court decision have been served on the company. On 3 July 2025 the District Court of Amsterdam declared a clause in the articles requiring delivery by notarial deed inapplicable to an executory sale for that reason (ECLI:NL:RBAMS:2025:4722).

The value of shares in a private company is often itself a point of dispute. There is no single, generally accepted valuation method, so a well-founded valuation report strengthens the sale request.

Does the blocking clause apply in an executory sale?

Yes, as a starting point. Under Article 474g(4) Rv, statutory and articles-based transfer restrictions must be observed in enforcement, with the bailiff exercising the shareholder’s rights and duties, such as offering the shares to fellow shareholders first.

For BV shares, Article 2:195(7) of the Dutch Civil Code (BW) allows the court to set the blocking clause (blokkeringsregeling) aside in whole or in part, if necessary in derogation from Article 474g(4) Rv. The court grants that request only if the applicant’s interests specifically require it and the interests of others are not disproportionately harmed. It can also order the company to give the creditor access to the shareholders’ register.

How do courts apply this test?

Case by case, and not lightly. On 17 March 2026 the Arnhem-Leeuwarden Court of Appeal refused a pledgee’s request (ECLI:NL:GHARL:2026:1605, upholding ECLI:NL:RBGEL:2025:3204). A disappointing valuation and the delay and costs of following the clause did not justify setting it aside, and a pledgee of blocked shares must reckon with the clause.

The clause was set aside where it protected no one: on 5 November 2024 the District Court of Noord-Holland did so because the debtor was the sole shareholder (ECLI:NL:RBNHO:2024:10714). On 6 January 2026 the Amsterdam Court of Appeal also set the restrictions aside, given a claim of more than €75 million, the absence of other assets for recovery and the debtor’s refusal to disclose his financial position (ECLI:NL:GHAMS:2026:16). The court upheld an order to provide financial information within five calendar days at the bailiff’s request.

What can the shareholder do against the attachment?

The shareholder is heard in the sale proceedings and can object to the manner of sale and, where relevant, to the title itself. Appeal is in principle possible against the court’s decision.

Under Article 705 Rv, the interim relief judge can lift a prejudgment attachment in interim relief proceedings, for example if the claim appears unsound in a summary assessment, the attachment is unnecessary or formal requirements were breached, or if sufficient substitute security is offered. Against an executory attachment, the debtor can start an enforcement dispute (executiegeschil) under Article 438 Rv, if necessary in interim relief proceedings with a request to suspend the sale.

What risks does the attaching creditor run?

A creditor whose claim later proves unfounded is in principle liable for the damage caused by the attachment, under the unlawful act rules of Article 6:162 BW. With shares, that damage can be substantial, for example a transaction that falls through or a lower sale price.

The deadlines are just as unforgiving: the period for the main proceedings set in the leave, and the one month for the sale request under Article 474g(1) Rv. Missing either ends the attachment. Where the real conflict is between shareholders rather than between creditor and debtor, the routes in our article on shareholder disputes in the Netherlands are often more effective.

What should you check as the attaching creditor?

• Is your claim well founded enough to justify the liability risk of an attachment?
• Have you diarised the period for the main proceedings in the leave and the one-month deadline under Article 474g(1) Rv?
• Have you obtained the articles of association and the company’s statement on prior rights under Article 474f Rv?
• Does the articles contain a blocking clause, and can you substantiate why it should be set aside?
• Do you have a valuation and a proposal for the manner and conditions of sale?

What should you check as the shareholder or company?

• Is the writ valid under Article 474c Rv, and does the creditor have a title or leave?
• Has the main action been started within the period set in the leave, and the sale request filed within one month?
• Has the company annotated the register and informed the bailiff of prior rights within eight days?
• Are there grounds to lift the attachment under Article 705 Rv or to offer substitute security?
• Does the blocking clause protect real interests of fellow shareholders that you can substantiate?

What can we do for you with attachment of shares?

Our civil lawyers act for creditors, shareholders and companies. For the comparable rules on real estate, see our article on the executory sale of a property, and for background our corporate law guides.

• We draft the request for leave for prejudgment attachment and instruct the bailiff.
• We start the main proceedings within the period set in the leave.
• We file the sale request under Article 474g Rv within one month, including a request under Article 2:195(7) BW where needed.
• We advise the company on its duties after the attachment.
• We start interim relief proceedings to lift an attachment or an enforcement dispute for the debtor.

Summary

• Registered shares are attached through the company, with an annotation in the shareholders’ register (Article 474c Rv).
• A prejudgment attachment converts into an executory attachment once the judgment is served (Article 704 Rv).
• The sale request must be filed within one month of the attachment, or the attachment lapses (Article 474g Rv).
• The blocking clause applies in enforcement unless the court sets it aside under Article 2:195(7) BW.
• An unfounded attachment exposes the creditor to liability for damages.

Frequently asked questions