Family Business Lawyer

A family business lawyer at Law & More advises family companies on the corporate side of ownership: governance, shareholders' agreements, the transfer of the business to the next generation and disputes between family shareholders. We work for Dutch family businesses and for international families with a company in the Netherlands, in Dutch and English. The first step is a free introductory meeting in which we look at your articles of association and shareholder structure.

Clients rate Law & More 9.6 out of 10 on Klantenvertellen, the Dutch review platform (81 reviews, as of October 2026).

What can we help you with?

• Drafting or updating a shareholders' agreement between family members.
• Amending the articles of association of your BV, for example transfer restrictions or voting rules.
• Structuring the corporate side of a handover to the next generation, for example with a STAK.
• Setting up a supervisory board or advisory board with independent members.
• Translating a family charter into binding corporate arrangements.
• Resolving deadlock or conflict between family shareholders, through negotiation, mediation or the Enterprise Chamber.
• Arranging the exit of a family member who wants to sell their shares.

Which documents govern a family business?

A Dutch family business is usually governed by two documents: the articles of association (statuten) and a shareholders' agreement. The articles bind the company and all shareholders; the shareholders' agreement binds only the parties who signed it.

The articles are laid down in a notarial deed and contain, among other things, the voting rights, the rules for transferring shares and the composition of the board. Since the Dutch private limited company (BV) rules were made more flexible in 2012, transfer restrictions under Article 2:195 of the Dutch Civil Code are optional. Many family businesses therefore choose deliberately between a right of first refusal for the other shareholders and approval by the general meeting.

A shareholders' agreement adds arrangements that families often prefer to keep private. Examples are dividend policy, who may work in the company, and what happens on divorce, death or incapacity of a shareholder. A family charter (familiestatuut) records shared values and intentions. It is usually not an enforceable contract, so key arrangements from it should also be included in the articles or the shareholders' agreement. Our guide to shareholders' agreements explains the main clauses.

How do you organise governance in a family business?

Good governance separates three roles: the family as owner, the board that runs the company and, where useful, a supervisory body that oversees the board. When these roles are mixed up, family tension quickly turns into business problems.

Under Article 2:239 of the Dutch Civil Code, directors must act in the interest of the company and its business, not only in the interest of one family branch. A director with a direct or indirect personal conflict of interest may not take part in the decision-making on that subject. This rule matters in family businesses, for example when the company enters into a contract with another company owned by a family member.

A supervisory board (raad van commissarissen) with one or more independent members can help balance family interests. Its duties and appointment rules are laid down in the articles. Some families choose a lighter advisory board without statutory powers. We help you choose the structure that fits the size of the company and the family.

How do you prepare the transfer of the business to the next generation?

Business succession has a corporate side, an inheritance side and a tax side. We handle the corporate side and work together with your notary and tax adviser on the other two; Law & More does not give inheritance law or tax advice.

On the corporate side, the main questions are who will own the shares and who will control the company. Shares in a BV are transferred by notarial deed (Article 2:196 of the Dutch Civil Code), with due regard to the transfer restrictions in the articles. A common structure is a foundation for the administration of shares (stichting administratiekantoor, STAK). The STAK holds the shares and issues depositary receipts (certificaten) to family members. The next generation then receives the economic value, while voting rights remain with the board of the STAK for the time being. Read more in our article on STAKs and share certificates.

Also arrange in time the appointment of a successor as director and a power of attorney in case the current director-shareholder becomes incapacitated. A clear valuation rule for shares of a family member who leaves prevents disputes later.

What can you do when family shareholders are in conflict?

Start with the agreements you already have: the articles and the shareholders' agreement often contain a dispute or deadlock clause. If that does not resolve the matter, Dutch law offers court procedures that can end the conflict or restore proper management.

Mediation and negotiation

Mediation can help to agree on an exit or a new governance structure without years of litigation.

The statutory dispute settlement procedure

Under Articles 2:335 to 2:343 of the Dutch Civil Code, shareholders can ask the court to order another shareholder to transfer their shares. The condition is that this shareholder's conduct seriously harms the interests of the company. Conversely, a shareholder whose rights or interests are being harmed by the others can demand to be bought out. The court appoints one or more experts to determine the price of the shares if the parties cannot agree.

Inquiry proceedings before the Enterprise Chamber

Certain shareholders can ask the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal to order an inquiry (Articles 2:344 to 2:359 of the Dutch Civil Code). They must show well-founded reasons to doubt proper policy. The Enterprise Chamber can also take immediate measures, such as suspending a director or appointing a temporary independent director. See our page on shareholder disputes for more information.

How does working with Law & More work?

1. Introductory meeting: we discuss the family, the company and the question you want answered, free of charge.
2. Advice and cost estimate: we review the articles and existing agreements and propose an approach with a cost estimate.
3. Approach and negotiation: we draft the documents or negotiate with the other family shareholders and their advisers.
4. Proceedings or completion: the notary executes the deeds, or, in a dispute, we conduct proceedings before the court or the Enterprise Chamber.

What does a family business lawyer cost?

We work at an hourly rate of 250 to 350 euros excluding VAT for a lawyer and 300 to 400 euros excluding VAT for a partner. We discuss the rate and the expected time with you in advance. The introductory meeting is free of charge. A one-off advice meeting without further assistance costs 300 euros including VAT.

We do not work on the basis of legal aid. Subsidised legal aid exists through the Legal Aid Board (Raad voor Rechtsbijstand), but we do not accept cases on that basis. External costs, such as notary fees, court fees (griffierecht) and the fees of a share valuation expert, are charged separately.

Who handles your case?

Family business matters are handled by Tom Meevis, founder and managing partner, and Ruby van Kersbergen, who both work in corporate law. You can read more about them on our team page.

Frequently asked questions

What does a family business lawyer do?

A family business lawyer advises on the corporate arrangements between family members who own a company together. That includes the articles of association, shareholders' agreements, governance, the corporate side of business succession and disputes between shareholders. At Law & More, we do not advise on inheritance law or tax, but we work together with your notary and tax adviser so that all documents fit together.

Is a family charter legally binding?

Usually not. A family charter mainly records shared values, intentions and the way the family wants to deal with the business. It is usually drafted as a statement of intent rather than an enforceable contract. Arrangements that must be enforceable, such as transfer restrictions or voting agreements, should be included in the articles of association or a signed shareholders' agreement.

Can a family member be forced to sell their shares?

Under Articles 2:335 to 2:343 of the Dutch Civil Code, a court can order a shareholder to transfer their shares if their conduct seriously harms the company. The bar is high and the procedure takes time. The articles or shareholders' agreement may also contain compulsory transfer clauses, for example on divorce or leaving the business.

Why do family businesses use a STAK?

A STAK separates the economic ownership of shares from the voting rights. Family members receive depositary receipts and share in the value and dividends, while the STAK board exercises the votes. This keeps control concentrated and prevents the shares from being split over many family members, which can be useful during a gradual handover to the next generation.

What should a shareholders' agreement in a family business cover?

At least: decision-making and voting, dividend policy, who may work in the company and on what terms, transfer and valuation of shares, and what happens on death, divorce or incapacity of a shareholder. A dispute resolution clause, for example mediation followed by arbitration or a court, helps to prevent a deadlock from paralysing the company.

Do you also advise the next generation separately?

We can advise the company or one group of shareholders, but not two family members with conflicting interests in the same matter. Dutch rules of professional conduct prevent a lawyer from acting for parties whose interests conflict. If the interests are aligned, for example when the whole family wants to draft new articles, we can work for the company on behalf of all.

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

Law & More, Marconilaan 13, 5612 HM Eindhoven (+31 40 369 06 80) and visiting location Pietersbergweg 291, 1105 BM Amsterdam (+31 20 369 71 21). Available Monday to Friday 08:00-22:00, Saturday and Sunday 09:00-17:00.

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