Dutch corporate law changes in three speeds, and confusing them is expensive. Some rules already bind your company today, such as the reformed shareholder dispute procedure that took effect on 1 January 2025. Others have been passed by both chambers of parliament and published in the Staatsblad but do not apply until a royal decree brings them into force, which is where the act on digital general meetings currently stands. A third group consists of proposals that are still drafts or bills before parliament and create no obligations at all, including the Dutch act implementing the EU sustainability reporting directive and the modernisation of partnership law.
This article sets out where the main developments in Dutch company law actually stand, with the status of each one, so that you can tell an obligation from an announcement. Every item below is described as it stands, not as it is expected to become.
What already binds your company
Several reforms of the past few years are settled law and are the ones supervisors and counterparties test in practice. The Wet bestuur en toezicht rechtspersonen (Act on management and supervision of legal persons) has applied since 1 July 2021 and extended the statutory rules on the duties of directors and supervisory directors, the conflict-of-interest rule and the arrangements for absence or inability to act to associations, foundations, cooperatives and mutual insurance associations. Many foundations and associations still have articles that predate it.
Since 1 January 2022 the Wet ingroeiquotum en streefcijfers has imposed a gender balance regime. Listed companies must ensure that at least one third of the supervisory board is female and at least one third male; an appointment that does not contribute to a more balanced ratio is void. Around five thousand large companies, listed or not, must set appropriate and ambitious targets for the management board, the supervisory board and the layer directly below, and report their figures, targets and progress annually to the Social and Economic Council (SER).
The Wet veiligheidstoets investeringen, fusies en overnames, the Dutch foreign investment screening act, has applied since 1 June 2023. The Wet implementatie richtlijn grensoverschrijdende omzettingen, fusies en splitsingen has applied since 1 September 2023 and governs cross-border conversions, mergers and divisions within the European Economic Area. Both are discussed further below. Alongside them sits the Dutch Corporate Governance Code, which is soft law: it binds listed companies on a comply-or-explain basis rather than by statutory command, and departing from a best practice provision is permitted provided the departure is explained.
Shareholder disputes: what changed on 1 January 2025
The single most practical change for shareholders in closely held companies took effect on 1 January 2025, when the Wet aanpassing geschillenregeling en verduidelijking ontvankelijkheidseisen enqueteprocedure (WAGEVOE) entered into force. It rebuilt the statutory dispute procedure in Book 2 of the Dutch Civil Code and clarified who may bring inquiry proceedings.
Three points matter most. The dispute procedures for forced buy-out (uitstoting) and forced exit (uittreding) are now heard by the Ondernemingskamer (Enterprise Chamber) of the Amsterdam Court of Appeal rather than by the district court, which concentrates the expertise in one forum. They are now brought by petition (verzoekschriftprocedure) rather than by writ of summons, in a single instance, which removes the appeal round that used to add years to a deadlocked company. And the regime now expressly covers holders of depositary receipts, not only shareholders.
The second half of the act tightened the admissibility test for the enquete, the inquiry procedure before the Enterprise Chamber. For listed companies the access threshold is no longer a fixed capital sum but is expressed both as a share of the issued capital and as a minimum market value, which reflects the size of the company rather than a figure fixed decades ago. The practical effect is that the route to the Enterprise Chamber is now shorter for a genuine minority in a private company and harder to use tactically at a large listed one. Our guide to shareholder disputes and the Enterprise Chamber route sets out how a file is built before either procedure is started.
The digital general meeting: adopted, awaiting a royal decree
The Wet digitale algemene vergadering privaatrechtelijke rechtspersonen is a good example of a law that exists but does not yet apply. The bill was adopted unanimously by the Tweede Kamer on 16 December 2025, passed the Eerste Kamer as a formality on 2 June 2026, and the resulting act of 3 June 2026 was published in the Staatsblad on 30 June 2026. Its entry into force is left to a royal decree, and the act allows different dates to be set for different provisions. No such decree had been issued at the time of writing.
Until it is, the existing law governs. Book 2 of the Dutch Civil Code permits a hybrid meeting: shareholders and members may participate and vote electronically in a meeting that is itself convened and held at a physical location, provided the articles of association allow it and the participant can be identified and can follow and take part in the proceedings in real time. The temporary emergency legislation that briefly allowed fully virtual meetings during the pandemic lapsed and has not been replaced. A company that holds a purely digital general meeting today therefore runs a real risk that its resolutions can be challenged. If your articles have not been checked against this, see our note on the digital shareholders meeting.
The sensible preparation is to review the articles of association now, so that the amendment can be made in the same notarial deed as any other pending change, and to leave the new provisions to take effect when the decree does.
Sustainability reporting and due diligence: European rules, Dutch delay
This is the area where the gap between announcement and obligation is widest, and where most published commentary is out of date.
The Corporate Sustainability Reporting Directive (CSRD) is European law, but a directive binds member states, not companies, until it is transposed. The Dutch implementing bill, the Wet implementatie richtlijn duurzaamheidsrapportering, was submitted to the Tweede Kamer and had still not been put to a vote there in 2026. It has therefore not become Dutch law, the Netherlands is late with transposition, and the reporting duties as they will apply here are not yet fixed in a Dutch statute. Separately, a European directive adopted in 2025, widely known as the stop-the-clock measure, postponed the application of the reporting duties for the second and third waves of companies by two years. Large listed companies that already fell within the first wave have been reporting throughout.
The Corporate Sustainability Due Diligence Directive (CSDDD) was substantially rewritten by the first Omnibus package. Directive (EU) 2026/470, published in the Official Journal on 26 February 2026, removed the harmonised civil liability regime from the directive, set the ceiling for penalties at three per cent, and moved the deadlines: member states must transpose the directive by 26 July 2028 and the rules apply from 26 July 2029. In other words, no Dutch company is subject to a statutory supply chain due diligence duty under the CSDDD today, and any advice written before that amendment on the liability regime is simply wrong.
None of that makes sustainability litigation theoretical. In the Milieudefensie proceedings against Shell the court of appeal set aside the 2021 reduction order on 12 November 2024 while confirming that a company owes a duty of care in relation to climate change; the case went on to the Supreme Court. The route to liability, in other words, currently runs through the open standards of Dutch tort law rather than through a reporting statute.
Investment screening and cross-border restructuring
The Wet veiligheidstoets investeringen, fusies en overnames has applied since 1 June 2023 and is the change most often missed in mid-market transactions. It requires an acquisition of control, and in some sectors the acquisition of significant influence, in a vital provider or in a company active in sensitive technology to be notified to the Bureau Toetsing Investeringen before completion, whatever the nationality of the buyer. The transaction may not be completed while the review is pending, and closing without the required notification exposes the parties to the acquisition being unwound and to enforcement. The screening also reaches back to transactions concluded before the act came into force, so a historic deal can still be called in.
Since 1 September 2023 the Wet implementatie richtlijn grensoverschrijdende omzettingen, fusies en splitsingen governs the cross-border conversion, merger and division of companies within the European Economic Area. It brings a uniform procedure, a pre-merger certificate issued by the civil-law notary, and protective mechanisms for minority shareholders, creditors and employees, including an exit right against compensation for shareholders who voted against. Its practical significance is that moving a Dutch entity to another member state, or bringing one here, is now a defined statutory route with defined protections rather than an improvisation.
Alongside these, groups operating internationally still have to manage sanctions and export control screening as a continuous obligation rather than a transaction check, because the listings change without notice. What that means in practice is set out in our article on the consequences of violating sanctions, and more broadly in our overview of international business law from the Netherlands.
Turboliquidation and director liability
Dissolving a company without assets, the turboliquidatie, has been subject to a transparency regime since 15 November 2023. The board must file with the Chamber of Commerce a balance sheet and statement of income and expenditure for the financial year of the dissolution, an explanation of why there are no assets left and why creditors have gone unpaid, and any outstanding annual accounts; it must then notify creditors in writing. Failure to comply is an economic offence and can lead to a civil directors disqualification of up to five years. The act was introduced as a temporary measure and has since been extended by two years, with the government stating that it intends to make the regime permanent.
Two points are worth keeping straight. The statutory test for a turboliquidatie is that the company has no assets, not that it has no assets and no debts; a company with unpaid creditors but nothing left to distribute can still be dissolved this way, provided the transparency obligations are met. And the regime does not create a new liability standard: directors remain exposed under the ordinary rules on improper management and on personal tort liability, which is where creditors usually direct their claim. The risks around setting up and winding down a Dutch entity are set out in our piece on registering a Dutch BV.
Partnership law: still a consultation draft
The modernisation of Dutch partnership law is regularly presented as imminent. It is not law. A revised departmental draft of the Wet modernisering personenvennootschappen was put out for public consultation, but no bill had been submitted to the Tweede Kamer at the time of writing, which means there is not even a parliamentary file to follow.
Until a bill is submitted, passed and brought into force, the existing framework applies: the maatschap under Book 7A of the Civil Code and the vennootschap onder firma and commanditaire vennootschap under the Commercial Code, with the joint and several liability of partners and the limits on the silent partner that go with them. Anyone choosing a legal form today should choose it on the law as it stands, and where the differences matter our comparison of why companies incorporate in the Netherlands sets out the alternatives.
How to tell a rule from a plan
The discipline that prevents most mistakes is short. Check whether the measure is a European directive or a Dutch statute, because a directive imposes nothing directly on a company until it is transposed. If it is a Dutch statute, check whether it has been published in the Staatsblad and whether it has entered into force, since publication and entry into force are separate events and the second frequently depends on a royal decree that may never come or may come in stages. If it is still a bill, check which chamber has it and whether a vote has taken place. And check the transitional provisions, because a rule that applies to new appointments, new contracts or financial years starting after a given date does not reach what you already have.
For most companies the practical agenda that follows is limited: review the articles of association against the digital meeting rules so the amendment is ready when the decree arrives, check whether the shareholders agreement still matches a dispute regime that now runs before the Enterprise Chamber in one instance, confirm that any planned acquisition falls outside the screening act before you sign, and keep the sustainability file at the level the law actually requires rather than the level the headlines suggest. Our overview of regulatory enforcement in the Netherlands explains how supervisors approach the gap between the two.
Law & More advises Dutch and international companies on corporate governance, shareholder disputes and the Enterprise Chamber, mergers, acquisitions and cross-border restructuring, and on the regulatory obligations that come with them. If you want to know which of these rules already applies to your company and which does not, book a consultation with our corporate law team.
