In Need of a
Business Lawyer?

You are setting up a Dutch BV with co-founders, or a fellow shareholder blocks every decision. Or a creditor holds you personally liable as a director. As a corporate lawyer in the Netherlands, we help you make the right arrangements before signing. If things go wrong anyway, we protect your position in negotiations and in court.

Dutch corporate law is mainly found in Book 2 of the Dutch Civil Code, contract law in Book 6. We advise founders, investors and international companies in English and Dutch.

When do you need a corporate lawyer in the Netherlands?

You need a corporate lawyer when decisions about ownership, control or liability have lasting consequences. That is the case at incorporation, at every share transfer and as soon as a dispute arises.

Entrepreneurs and businesses typically contact our law firm about:

• setting up a BV or a Dutch subsidiary of a foreign company;
• a shareholders' agreement, articles of association or a joint venture;
• a dispute between shareholders or a deadlock between directors;
• personal liability as a director, for example after a bankruptcy;
• commercial contracts and general terms and conditions;
• buying or selling a company, a merger or an investment round;
• payment problems, restructuring or a threatened bankruptcy;
• compliance with Dutch rules when operating across borders.

Which legal form suits your business?

The legal form determines who is liable for the business debts and how control is organised. The private limited company (BV) is the most common choice for businesses with more than one owner or with liability risks.

A foreign company can also operate through a Dutch branch office without a separate legal entity. The foreign company then remains directly liable for the branch's obligations. We compare the options against your plans, financing and tax advice from your accountant.

How do you set up a Dutch BV?

A BV is incorporated by a deed of a Dutch civil-law notary, including the articles of association (Article 2:175 of the Dutch Civil Code). Since 1 October 2012 there is no minimum share capital for a BV.

After incorporation, the notary registers the BV with the Netherlands Chamber of Commerce (KVK). The ultimate beneficial owners must also be registered in the UBO register. Until the BV is registered, directors are jointly and severally liable for transactions on its behalf. As corporate lawyer in the Netherlands, we align the articles of association with the shareholders' agreement. The practical steps are also explained on business.gov.nl.

How do you record arrangements between shareholders?

Arrangements between shareholders are laid down in the articles of association and a shareholders' agreement. The articles are public and bind every shareholder; the shareholders' agreement is confidential and binds only its parties.

A good shareholders' agreement covers at least:

• decision-making and which resolutions require unanimity;
• rules on selling shares, such as a right of first refusal, drag-along and tag-along;
• what happens on departure, illness or death of a shareholder (good leaver and bad leaver);
• how a deadlock is resolved;
• dividend, financing, non-compete and dispute resolution.

Every distribution to shareholders requires approval by the board. Directors who knew the BV could not pay its debts afterwards are liable for the shortfall (Article 2:216 of the Dutch Civil Code).

What can you do in a shareholder dispute?

In a shareholder dispute you can negotiate, mediate or start the statutory dispute settlement procedure (Article 2:335 and following). Investigation proceedings before the Enterprise Chamber are the strongest remedy.

How does the dispute settlement procedure work?

Through expulsion, shareholders can demand that another shareholder transfers his shares (Article 2:336). This is possible if that shareholder harms the company's interest so much that his continued shareholding cannot be tolerated.

Through exit, a shareholder can demand that the others take over his shares (Article 2:343). That applies if his rights or interests are seriously harmed by the conduct of others. In both cases the court can appoint experts to set the share price.

When do you start investigation proceedings?

Investigation proceedings (enquêteprocedure) are a request to the Enterprise Chamber of the Amsterdam Court of Appeal (Article 2:344 and following). The Enterprise Chamber orders an investigation if there are well-founded reasons to doubt correct policy.

For most BVs and NVs, shareholders holding together at least 10 percent of the issued capital may file the request. Before filing, you must first raise your objections with the board and the supervisory board. The Enterprise Chamber can also take immediate measures, such as suspending a director or appointing a temporary director.

When is a director personally liable?

A director is personally liable if he can be seriously blamed for his management. That liability exists towards the company itself (Article 2:9) and, through tort, towards creditors (Article 6:162 of the Dutch Civil Code).

In a bankruptcy, the trustee can hold the directors liable for the entire deficit (Article 2:248). This requires manifestly improper management in the three years before the bankruptcy, as an important cause of it. Improper management is presumed if the accounting duties were breached or the annual accounts were filed late.

If the BV cannot pay its payroll taxes, VAT or pension contributions, the board must report this within two weeks. The report goes to the Tax Administration or the pension fund. Without timely notification, directors risk personal liability. As corporate lawyer in the Netherlands, we assess whether a claim against you is justified and build your defence.

What should your contracts and general terms cover?

A sound contract records price, delivery, liability, termination, governing law and dispute resolution. If a party fails to perform, you can claim performance, damages or termination (Articles 6:74 and 6:265 of the Dutch Civil Code).

In most cases you must first give the other party written notice of default with a reasonable period (Article 6:82). General terms and conditions must be provided before or at the conclusion of the contract (Articles 6:233 and 6:234). Otherwise the other party can annul them. Large companies, such as those with 50 or more employees, cannot rely on these grounds for annulment.

How does a corporate lawyer support mergers and acquisitions?

In an acquisition, your corporate lawyer in the Netherlands guides the whole process, from letter of intent to closing. We advise buyers, sellers and investors and negotiate the terms on their behalf.

1. Letter of intent: the main deal terms, often with exclusivity and confidentiality.
2. Due diligence: an investigation of the legal, financial and tax risks of the target.
3. Share purchase agreement (SPA): price, payment, warranties and indemnities.
4. Closing: transfer of BV shares by notarial deed; an asset deal transfers each asset separately.

In an asset deal, employees transfer to the buyer by law as a transfer of undertaking (Article 7:663). A works council has a right of advice on an acquisition. Larger deals must be notified to the Netherlands Authority for Consumers and Markets (ACM). That applies if the combined worldwide turnover exceeds 150 million euros. At least two parties must also each achieve 30 million euros in the Netherlands.

How do you deal with cross-border matters and compliance?

Cross-border deals raise questions about governing law, the competent court and enforcement in multiple jurisdictions. Clear choices in the contract prevent disputes about where and under which rules you litigate.

Within the EU, rules on jurisdiction and recognition of judgments follow from the Brussels I bis Regulation. The Netherlands Commercial Court in Amsterdam hears international commercial disputes in English if the parties agree. Arbitration is an alternative, especially when a judgment must be enforced outside the EU.

Compliance is a recurring task for directors. Think of KVK and UBO filings, the annual accounts and anti-money laundering checks. A BV must file its annual accounts with the KVK no later than twelve months after the financial year ends. Listed companies must also apply the Dutch Corporate Governance Code on a comply-or-explain basis.

For foreign parent companies, a Dutch corporate lawyer is often the link between head office, the local notary and the accountant. As a corporate law firm in the Netherlands, we translate Dutch requirements into clear actions for your board. Where several jurisdictions are involved, we coordinate with your lawyers abroad.

What are your options in restructuring or threatened bankruptcy?

In financial difficulty a company can restructure through talks with creditors, a composition under the WHOA or a suspension of payments. The earlier directors act, the more options remain.

The Act on Confirmation of Extrajudicial Restructuring Plans (WHOA) has applied since 1 January 2021. It allows a company to offer a plan to creditors and shareholders outside bankruptcy. The court can make that plan binding, also on creditors who voted against it. During preparation, the court can order a cooling-off period of up to four months, extendable to a maximum of eight months.

How does working with Law & More work?

Working with a corporate lawyer in the Netherlands at Law & More follows four phases. In each phase we discuss in advance what we will do and what it will roughly cost.

1. Intake. In a free introductory meeting we discuss your question and any deadlines. We ask for the articles, agreements and correspondence.
2. Advice. Your Dutch corporate lawyer assesses your position and explains the risks and chances, in English or Dutch.
3. Negotiation. We negotiate with the other party or its lawyers. Many business disputes end in a settlement agreement.
4. Proceedings. If no settlement is reached, we litigate before the district court, the Enterprise Chamber or in arbitration. In urgent cases we start summary proceedings.

What does a corporate lawyer in the Netherlands cost?

At Law & More the hourly rate is 250 to 350 euros excluding VAT for a lawyer. For a partner it is 300 to 400 euros excluding VAT, and we agree the rate in advance.

The introductory meeting is free of charge. A one-off advice meeting without further assistance costs 300 euros including VAT. Notary fees for incorporation and share transfers are charged separately by the notary. Law & More does not work on a legal aid basis. Our office is at Marconilaan 13 in Eindhoven, with a visiting location in Amsterdam.

Which articles help you further?

• From idea to BV: the legal steps you cannot skip
• BV in formation: pre-incorporation liability
• Shareholder agreement guide for Dutch companies
• Shareholder disputes: from warning to Enterprise Chamber
• Understanding directors' liability
• M&A transactions: warranties, indemnities and escrow
• General terms and conditions: why copying them costs you
• Insolvency and restructuring in the Netherlands

The statutory text is available in Book 2 of the Dutch Civil Code.

Frequently asked questions

Do I need a minimum capital to set up a Dutch BV?

No, since 1 October 2012 a BV has no minimum share capital. A single share with a nominal value of one cent is legally sufficient. In practice, your financing and creditors determine how much capital is sensible.

Can I set up a BV without coming to the Netherlands?

Incorporation always runs through a Dutch civil-law notary, who must identify the founders. In practice, founders abroad often sign through a power of attorney after identification. We coordinate the process with the notary on your behalf.

Am I personally liable as a director of a BV?

In principle the BV itself is liable for its debts. A director is only personally liable if he can be seriously blamed, for example for improper management before a bankruptcy. Timely notification of payment incapacity limits that risk.

What can I do if a fellow shareholder blocks every decision?

First check the articles and the shareholders' agreement for a deadlock clause. If that does not help, the statutory dispute settlement procedure or investigation proceedings before the Enterprise Chamber may offer a solution.

Corporate lawyer in the Netherlands: do you also work for foreign companies?

Yes. We advise foreign companies and investors on Dutch subsidiaries, contracts and acquisitions in English. Where foreign law applies, we coordinate with lawyers in the other jurisdiction.

When must an acquisition be notified to the ACM?

Notification is required if the combined worldwide turnover exceeds 150 million euros. At least two parties must also each have 30 million euros of turnover in the Netherlands. The deal may not close before the ACM has cleared it.

In doubt about your position? Tell us about your situation. We will let you know within one working day what your options are. Contact us, call +31 40 369 06 80 or e-mail info@lawandmore.nl.

This page provides general information and does not replace advice on your specific situation.