Corporate Lawyer
in the Netherlands

Advice or proceedings? Ask for a free introductory meeting.

As a corporate lawyer in the Netherlands, Law & More supports you in doing business: negotiating and drafting contracts, working with partners and co-shareholders, and resolving disputes with suppliers, customers or business partners. We work for entrepreneurs, founders, investors and international companies, in English and Dutch. The first step is a free introductory meeting in which we discuss your question and any deadlines.

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?

We help businesses at the moments when something is at stake commercially. Most topics have their own page with more detail:

negotiating and drafting commercial contracts, such as supply, service and distribution agreements: contract lawyer;
recording arrangements with a business partner or joint venture: cooperation agreements;
a conflict with a fellow shareholder or a deadlock in the BV: shareholder dispute lawyer;
a claim against you as a director: directors' liability in the Netherlands;
buying or selling a company: business acquisition lawyer;
setting up a Dutch BV or subsidiary: company formation in the Netherlands;
payment problems, restructuring or a threatened bankruptcy: bankruptcy lawyers;
day-to-day legal support for your company: business lawyer.

Dutch corporate law is mainly found in Book 2 of the Dutch Civil Code (legal entities), and contract law in Book 6. Where needed, we combine it with insolvency law and employment law.

How do you negotiate and sign contracts with less risk?

You reduce risk by testing the key terms before you negotiate and recording the deal completely and unambiguously before signing. A corporate lawyer in the Netherlands prepares the negotiation with you, conducts it on your behalf where useful and turns the outcome into a contract that works in practice.

A sound contract covers at least price, delivery, liability, term and termination, governing law and dispute resolution. A limitation of liability and a penalty clause usually belong in it too. Under Dutch law, oral arrangements and e-mails can already create a binding agreement. We therefore also advise before you confirm a quotation or sign a letter of intent.

If you agree no payment term with another business, a term of 30 days applies by law. An agreed term may in principle not exceed 60 days (Article 6:119a of the Dutch Civil Code). Late payment triggers statutory commercial interest.

What should your general terms and conditions cover?

General terms and conditions must be provided before or at the conclusion of the contract (Articles 6:233 and 6:234 of the Dutch Civil Code). Otherwise the other party can annul them.

Towards consumers, a black list and a grey list of unreasonably onerous clauses also apply (Articles 6:236 and 6:237). Large companies, such as those with 50 or more employees, cannot rely on these grounds for annulment. If both parties refer to their own terms, Article 6:225 determines which set applies.

How do you structure a cooperation with a business partner?

A cooperation is recorded in a cooperation agreement, or in a joint venture with its own BV if you set up a joint business. It sets out each party's contribution, the split of costs and revenues, control and how a party can exit.

If you cooperate with a competitor, competition law applies. Article 6 of the Dutch Competition Act prohibits agreements that restrict competition, such as price fixing and market sharing. The Netherlands Authority for Consumers and Markets (ACM) supervises compliance. Franchise agreements are subject to the Dutch Franchise Act since 1 January 2021, including a standstill period of at least four weeks before signing.

What can you do in a dispute with a supplier, customer or business partner?

In a business dispute, first put your position on paper: what was agreed, what went wrong and what loss you suffer. A notice of default, negotiation and, if that fails, litigation usually follow.

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 written notice of default with a reasonable period to perform (Article 6:82). If you receive defective goods or services, you must complain within a reasonable time (Article 6:89). Waiting too long can cost you your rights.

For unpaid invoices, a prejudgment attachment (conservatoir beslag) can be strong leverage. It requires leave from the preliminary relief judge. Claims up to 25,000 euros go to the subdistrict court; larger claims go to the district court, where you need a lawyer. In urgent cases, such as a supplier that suddenly stops delivering, summary proceedings (kort geding) can produce a decision within weeks.

Many business disputes end in a settlement agreement (vaststellingsovereenkomst). Your corporate lawyer in the Netherlands negotiates that settlement on your behalf and litigates where needed.

Which court decides a cross-border dispute?

Within the EU, jurisdiction and recognition of judgments follow from the Brussels I bis Regulation. A clear choice of law and forum in your contract prevents a dispute about where and under which rules you litigate.

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. Where several jurisdictions are involved, your Dutch corporate lawyer coordinates with your lawyers abroad.

How do you organise the relationship with your co-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 corporate lawyer in the Netherlands aligns both documents. A good shareholders' agreement covers at least:

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

What can you do in a shareholder dispute?

You can negotiate, mediate or use the statutory dispute settlement procedure (Article 2:335 and following of the Dutch Civil Code). Investigation proceedings before the Enterprise Chamber are the strongest remedy when there is serious doubt about the company's policy.

Through expulsion, shareholders can demand that another shareholder transfers his shares if he seriously harms the company's interest (Article 2:336). Through exit, a shareholder can demand that the others buy his shares if his rights or interests are seriously harmed (Article 2:343). The court can appoint experts to set the share price.

The Enterprise Chamber of the Amsterdam Court of Appeal can order an investigation into the company's policy (Article 2:344 and following). For most BVs, shareholders holding together at least 10 percent of the issued capital may file the request. 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 of the Dutch Civil Code) and, through tort, towards creditors (Article 6:162).

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. A BV must file its annual accounts with the Chamber of Commerce (KVK) no later than twelve months after the financial year ends.

Distributions to shareholders also carry risk. The board must approve every distribution, and directors who knew the BV could not pay its debts afterwards are liable for the shortfall (Article 2:216). If the BV cannot pay payroll taxes, VAT or pension contributions, report this within two weeks to the Tax Administration or the pension fund. Received a liability claim? Let a corporate lawyer in the Netherlands assess it before you respond.

How does a corporate lawyer in the Netherlands guide an acquisition?

A corporate lawyer in the Netherlands guides the purchase or sale of a business from letter of intent to closing. Every transaction is tailor-made, because the risks differ per company.

Letter of intent: the main deal terms, often with exclusivity and confidentiality.
Due diligence: an investigation of the legal, financial and tax risks of the target.
Share purchase agreement: price, payment, warranties and indemnities.
Closing: transfer of BV shares by notarial deed before a Dutch civil-law notary; an asset deal transfers each asset separately.

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

What are your options when the business runs into financial trouble?

A company in financial difficulty 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.

If restructuring fails, bankruptcy often follows, and the trustee investigates the role of the board. A corporate lawyer in the Netherlands with insolvency experience advises directors and shareholders on their obligations and assists creditors with their claims.

Which legal form suits your business?

The legal form mainly determines who is liable for business debts. A sole proprietor is liable with private assets, and each partner in a general partnership (vof) is jointly and severally liable. A private limited company (BV) is a legal entity, so in principle only the BV is liable. Since 1 October 2012 a BV needs no minimum capital; it is incorporated by notarial deed (Article 2:175 of the Dutch Civil Code). A public limited company (NV) requires at least 45,000 euros. Foreign companies can also operate through a Dutch branch. The practical steps are explained on business.gov.nl.

How does working with Law & More work?

Working with us follows four steps. In each step we discuss in advance what we will do and roughly what it will cost.

Introduction. In a free meeting we discuss your question and any deadlines. We ask for contracts, articles and correspondence.
Advice and cost estimate. Your Dutch corporate lawyer assesses your position and explains the risks and chances, in English or Dutch.
Approach and negotiation. We negotiate with the other party or its lawyers and record the outcome.
Proceedings or completion. If no settlement is reached, we litigate before the district court, the Enterprise Chamber or in arbitration, in summary proceedings where urgent.

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 and 300 to 400 euros excluding VAT for a partner. We agree the rate and a cost estimate in advance.

The introductory meeting is free of charge. A one-off advice meeting without further assistance costs 300 euros including VAT. Legal aid exists via the Legal Aid Board (Raad voor Rechtsbijstand), but Law & More does not work on that basis. External costs, such as court fees, bailiff costs and notary fees, are charged separately.

Who handles your case?

Your case is handled by Tom Meevis, founder and managing partner, or Ruby van Kersbergen. Both work as corporate lawyers at Law & More; read more about them on our team page.

Which articles help you further?

Frequently asked questions

When do you need a corporate lawyer in the Netherlands?

A corporate lawyer in the Netherlands adds most value before you sign: a major contract, a cooperation, a shareholders' agreement or an acquisition. At that stage you can still negotiate risks away. In a dispute, a liability claim or payment problems, quick advice matters because deadlines may run, such as the duty to complain about defective goods and the two-week notification of payment incapacity.

A supplier does not deliver. What can I do?

Give the supplier written notice of default with a reasonable period to deliver (Article 6:82 of the Dutch Civil Code). If delivery still fails, you can claim performance, damages or termination. Check your contract and general terms first, because they often limit liability. In urgent cases, summary proceedings before the preliminary relief judge can produce a decision within weeks.

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 manifestly improper management before a bankruptcy or for approving a distribution the BV could not afford. Timely notification of payment incapacity to the Tax Administration limits that risk. A personal guarantee to a bank or landlord is a separate source of liability.

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

First check the articles and the shareholders' agreement for a deadlock or buy-out clause. If talks and mediation do not help, the statutory dispute settlement procedure allows a court-ordered transfer of shares. Investigation proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal are the strongest remedy, with possible immediate measures such as appointing a temporary director.

Do you also work for foreign companies and investors?

Yes. We advise foreign companies, founders and investors on Dutch subsidiaries, contracts, shareholder relations and acquisitions, in English. We work alongside the Dutch civil-law notary for incorporations and share transfers. Where foreign law applies, we coordinate with lawyers in the other jurisdiction, so you have one point of contact for the Dutch side.

Can you negotiate a deal on my behalf?

Yes. We can work behind the scenes on your drafts, or conduct the negotiation with the other party or its lawyer directly. Often a combination works best: you keep the commercial relationship, while we guard the legal points such as liability, warranties and termination. We then record the result in a contract or, in a dispute, in a settlement agreement.

When must an acquisition be notified to the ACM?

Notification is required if the combined worldwide turnover of the parties exceeds 150 million euros and at least two of them each have 30 million euros of turnover in the Netherlands. The transaction may not be completed before the ACM has cleared it. We check these thresholds early in the process, so the timetable for signing and closing is realistic.

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.

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.