Shares can be worth a great deal, but they cannot simply be liquidated: behind every share sits a company with its own articles of association, a shareholders’ register and fellow shareholders. Attachment of shares is therefore a powerful, but delicate instrument. In this blog you will read how it works, from freezing an interest to the eventual sale, and where the sharp edges lie.

Two flavours: freezing or collecting

Attachment of shares comes in two forms that are easily confused. Prejudgment attachment (conservatoir beslag) is the freezing of the shares before there is a judgment. It ensures that the shareholder cannot quickly sell or pledge the shares to frustrate recovery. Executory attachment (executoriaal beslag) goes a step further: it is the collecting, the actual liquidation of the shares on the basis of an enforceable court title.

In practice a case often begins with prejudgment attachment, in order subsequently, after a won proceeding, to convert into enforcement. Freezing and collecting are thus two phases of the same trajectory.

How the attachment is levied

For registered shares, the most common form with the BV (private limited company) and many NVs (public limited companies), the attachment does not run via the shareholder himself but via the company. The bailiff levies the attachment by writ with a notification of the seizure to the company, after which an annotation is immediately placed in the shareholders’ register, signed on behalf of the company and by the bailiff (Article 474c of the Dutch Code of Civil Procedure, Rv). The company is obliged to cooperate in this.

For prejudgment attachment, prior leave is required from the preliminary relief judge; that leave takes the place of the enforceable title (Article 715 Rv in conjunction with Article 474c Rv). That leave comes with a deadline within which the case on the merits must be initiated. That deadline is set out in the leave and is usually short. If it is missed, the attachment lapses by operation of law. It is a classic pitfall: a correctly levied attachment that fails because the main proceedings are started too late.

Where listed or book-entry securities are concerned, the position is different. The attachment is then levied not with the company, but under the bank or securities institution holding the instruments, on the basis of the Securities Giro Act (Wet giraal effectenverkeer). The tradability of such securities moreover makes the sale easier.

The pivotal moment: from prejudgment to executory

If the creditor wins the main proceedings, he does not need to levy a new attachment. As soon as he has a title capable of enforcement and has it served on the party under attachment, the prejudgment attachment converts by operation of law into an executory attachment (Article 704 Rv). In the case of attachment under a third party, service must also be made on that third party. Service of the judgment is thus the pivotal moment: only thereafter may the sale proceed.

Why you cannot simply sell shares

This is where it gets interesting. A creditor cannot put attached shares on the market on his own initiative. The sale takes place under judicial supervision. The enforcing creditor must, within one month of the attachment writ, request the court to determine that and within which period the sale and transfer may proceed, and indeed on pain of the attachment lapsing (Article 474g Rv). It is therefore not the preliminary relief judge but the court of the place of establishment of the company that decides on this, and the one-month deadline is hard.

Before the court decides, it summons the parties involved to be heard: the bailiff, the attaching creditor, the party against whom enforcement is sought, the company and, if necessary, further interested parties. The court then determines the manner and the conditions under which the shares are sold and delivered. In doing so it may opt for a public or a private sale. With shares a private sale is often the wiser choice, simply because there is no free market for them and an auction rarely yields a realistic price.

A common misconception concerns delivery. For an ordinary transfer of registered shares a notarial deed is required, but in enforcement a separate delivery regime applies (Article 474h Rv). A provision in the articles prescribing delivery by notarial deed may, in an executory sale, actually be set aside, as also follows from recent case law (ECLI:NL:RBAMS:2025:4722). It is therefore not the case that a separate notarial deed is always necessary; enforcement has its own route. The company subsequently registers the acquirer, who acquires the shares free of the attachment.

The blocking arrangement: the most sensitive point

The greatest complication with shares is the blocking arrangement (blokkeringsregeling) found in many articles of association. Such an arrangement obliges a shareholder, for example, first to offer his shares to the fellow shareholders, or makes transfer dependent on approval. The starting point is that these statutory and articles-based transfer restrictions are observed in enforcement (Article 474g paragraph 4 Rv).

For BV shares the court may deviate from this, but the standard is strict. The court grants a request to set aside the arrangement, if necessary in derogation from Article 474g paragraph 4 Rv, only if the interests of the applicant specifically demand this and the interests of others are not thereby disproportionately harmed (Article 2:195 paragraph 7 of the Dutch Civil Code, BW). It is therefore not automatic and far from a formality.

The outcome depends heavily on the facts. The arrangement is not easily bypassed. Thus the court held that a pledgee must in principle reckon with the limited transferability of blocked shares, and that the mere circumstance that following the arrangement is time-consuming and costly is insufficient to deviate (ECLI:NL:RBGEL:2025:3204 and ECLI:NL:GHARL:2026:1605). On the other hand, the arrangement is set aside where it serves no actual protective interest, for example because the debtor is the sole shareholder and there are therefore no fellow shareholders to protect (ECLI:NL:RBNHO:2024:10714), or where the enforcing creditor has a substantial recovery interest, alternative objects of recovery are lacking and the debtor refuses any transparency (ECLI:NL:GHAMS:2026:16).

The common thread is therefore case-by-case assessment, not a fixed route. A well-substantiated valuation is of great importance here, but be warned: there exists no single uniform, universally accepted valuation method. The legal starting points for the valuation of non-listed shares diverge, and that often makes the determination of price a point of contention in itself.

What can the shareholder do?

The party under attachment is not powerless. In the petition proceedings on the sale he is heard and can raise a defence, not only against the manner of sale but in appropriate cases also against the existence of a sufficient title. An appeal is in principle open against the decision. In addition, he can initiate an enforcement dispute (Article 438 Rv), if necessary in summary proceedings before the preliminary relief judge, who can suspend the enforcement or lift the attachment. In practice, defences are particularly likely to succeed where they touch on the title, on deadline breaches or on the handling of the blocking arrangement.

The company is caught in the middle

Because the attachment is levied with the company, it is a necessary link in the chain and immediate obligations rest on it. It must immediately annotate the attachment in the register and grant the bailiff access (Article 474c Rv), within eight days disclose older rights resting on the shares (Article 474f Rv), and make a declaration regarding distributions and other benefits, which it must hand over to the bailiff on demand (Article 716 Rv). Finally, it may not facilitate anything that operates to the detriment of the attaching creditor.

Recent case law shows how far this reaches. Courts have ordered companies to cooperate with the enforcement process, to provide data for valuation and sale, to cooperate with due diligence and to hand over benefits, all reinforced with penalty payments (ECLI:NL:GHAMS:2026:16 and ECLI:NL:RBOBR:2025:5849). A company that does not cooperate thus becomes itself an object of enforcement and runs liability risks.

An instrument with a downside

Attachment of shares is no non-committal means of pressure. Whoever levies attachment on a claim that subsequently turns out to be unfounded acts in principle unlawfully and is liable for the damage. With shares that damage can run up considerably, think of a transaction falling through or a lower sale price. The debtor can moreover request the lifting of a prejudgment attachment (Article 705 Rv), for example because the claim appears unsound or the attachment is unnecessary, or by providing substitute security. Levying attachment therefore calls for careful consideration in advance.

In conclusion

Attachment of shares is effective, but requires precision. Bear in mind the hard one-month deadline for the sale request, the special executory delivery regime and the strict, case-by-case standard for setting aside the blocking arrangement. One missed deadline or an overlooked provision in the articles can undermine the entire trajectory. Anyone considering levying attachment, or confronted with it, would do well to seek sound advice in advance.

Frequently asked questions

What is the difference between prejudgment and executory attachment of shares?

Prejudgment attachment freezes the shares before there is a judgment, so that the shareholder cannot spirit them away. Executory attachment serves to actually liquidate the shares on the basis of a title. In practice a prejudgment attachment, after a won proceeding, converts by operation of law into an executory attachment.

How is attachment of registered shares levied?

Not with the shareholder, but via the company. The bailiff serves a writ on the company, which immediately annotates the attachment in the shareholders’ register (Article 474c Rv). For prejudgment attachment, prior leave from the preliminary relief judge is required.

Can a creditor sell attached shares himself?

No. The sale takes place under judicial supervision. The court determines, on request, whether, how and within which period the shares are sold and delivered, after having heard the parties involved (Article 474g Rv).

Within what deadline must the sale be requested?

Within one month of the attachment writ the enforcing creditor must request the court to determine the sale, on pain of the attachment lapsing. That deadline is hard and is strictly enforced in case law.

Does the blocking arrangement also apply to an executory sale?

In principle yes: transfer restrictions in the articles are observed in enforcement. The court may set them aside for BV shares, but only if the interests of the applicant specifically demand this and the interests of others are not disproportionately harmed (Article 2:195 paragraph 7 BW). Whether that succeeds depends heavily on the specific circumstances.

Is a notary always needed for delivery?

For an ordinary transfer, yes, but in enforcement a separate delivery regime applies (Article 474h Rv). A requirement in the articles of delivery by notarial deed may even be set aside in an executory sale. A separate notarial deed is therefore not always required.

What can I do as a shareholder against the attachment or the sale?

You are heard in the sale proceedings and can raise a defence there, including against the existence of a title. An appeal is in principle open against the decision, and you can start an enforcement dispute (Article 438 Rv), if necessary in summary proceedings with a request for suspension or lifting.

Do I run a risk as the attaching creditor?

Yes. If the claim turns out to be unfounded, the attachment is in principle unlawful and you are liable for the damage. With shares that damage can be considerable, for example through a transaction falling through or a lower sale price.