Legal glossary

This glossary explains the terms that come up most often in Dutch legal practice. Each entry gives a short definition, the statutory basis, how the rule works in practice and where things typically go wrong. The entries are written for clients and their advisers, not for specialists, and every term is also available in Dutch on our Dutch-language site.

The glossary is being extended one practice area at a time. It currently covers corporate law, employment law, family law, civil law.

Corporate Law

See also our page on corporate law.

• Articles of association (statuten) — The constitutional document of a Dutch company, executed by notarial deed and publicly filed, setting out its name, seat, objects and internal organisation.
• Conflict of interest (tegenstrijdig belang) — A director with a personal interest conflicting with the company’s may not take part in the deliberation or the decision; otherwise the resolution is voidable.
• Directors’ liability (bestuurdersaansprakelijkheid) — The personal liability of a director towards the company, the estate in bankruptcy or third parties, which requires a serious personal reproach.
• Dissolution and liquidation (ontbinding en vereffening) — The winding up of a Dutch legal entity: a resolution to dissolve, followed by liquidation of the assets and distribution of any surplus.
• Due diligence (boekenonderzoek) — The buyer’s investigation of a target company before a transaction, and the counterweight to the seller’s duty to disclose.
• General meeting of shareholders (algemene vergadering) — The body in which shareholders exercise their rights; it adopts the annual accounts, appoints and dismisses directors and decides on distributions.
• Private limited company (besloten vennootschap, B.V.) — The standard Dutch company form: a legal entity with shares that are not freely transferable, incorporated by notarial deed with no minimum capital.
• Shareholders’ agreement (aandeelhoudersovereenkomst) — A contract between shareholders governing control, transfer of shares, exit and deadlock, alongside the articles of association.
• Trade register (handelsregister, KVK) — The public register of Dutch businesses kept by the Chamber of Commerce, on whose contents third parties may in principle rely.
• Turbo liquidation (turboliquidatie) — Dissolution of a company that has no assets, which ends its existence immediately; since 2023 the board must file accountability documents and inform creditors.

Employment Law

See also our page on employment law.

• Chain rule for fixed-term contracts (ketenregeling) — The rule that a succession of fixed-term contracts converts into a contract of indefinite duration after three contracts or thirty-six months.
• Fair compensation (billijke vergoeding) — Additional compensation awarded on top of the transition payment where the employer has acted in a seriously culpable way.
• Non-compete clause (concurrentiebeding) — A contractual restriction preventing an employee from working for a competitor after the employment ends; valid only in writing and, in fixed-term contracts, only with written justification.
• Non-solicitation clause (relatiebeding) — A clause barring a departing employee from approaching the employer’s clients or contacts; a narrower form of non-compete governed by the same statutory rules.
• Notice period (opzegtermijn) — The period that must be observed when terminating an employment contract: one month for the employee, one to four months for the employer depending on length of service.
• Probationary period (proeftijd) — A short initial period in which either party may end the employment immediately; valid only in writing and only for contracts longer than six months.
• Settlement agreement (vaststellingsovereenkomst) — A written agreement in which employer and employee end the employment by mutual consent, subject to a statutory two-week cooling-off period.
• Summary dismissal (ontslag op staande voet) — Immediate termination for an urgent cause, valid only if the cause is urgent, the dismissal is given without delay and the reason is stated at the same moment.
• Transition payment (transitievergoeding) — The statutory severance an employee is owed when the employer ends the employment: one third of a month of salary per year of service, from the first day.
• UWV dismissal procedure — The administrative route for dismissal on business-economic grounds or after two years of illness, in which the UWV must give permission before notice can be given.

Family Law

See also our page on family law.

• Acknowledgement of a child (erkenning) — The legal act by which a person becomes the parent of a child they did not bear; since 2023 it also creates joint parental authority.
• Child maintenance (kinderalimentatie) — The contribution a parent pays towards the cost of a child’s care and upbringing, calculated from the child’s needs and each parent’s capacity to pay.
• Community of property (gemeenschap van goederen) — The statutory matrimonial property regime; since 2018 it is limited, so pre-marital assets, gifts and inheritances stay private.
• Contact arrangement (omgangsregeling) — The agreed or court-ordered arrangement for contact between a child and the parent the child does not live with.
• International child abduction — The wrongful removal or retention of a child across a border, dealt with under the 1980 Hague Convention with return proceedings before the court in The Hague.
• Joint divorce petition (echtscheiding op gemeenschappelijk verzoek) — A divorce applied for by both spouses together through one lawyer, on the ground that the marriage has irretrievably broken down.
• Parental authority (ouderlijk gezag) — The legal responsibility for a minor child’s upbringing, property and legal representation; since 2023 acknowledgement by an unmarried father also creates joint authority.
• Parenting plan (ouderschapsplan) — The written agreement on care, information exchange and child maintenance that divorcing parents of minor children must file with their petition.
• Prenuptial agreement (huwelijkse voorwaarden) — A notarial agreement in which spouses depart from the statutory matrimonial property regime, made before or during the marriage.
• Spousal maintenance (partneralimentatie) — Maintenance paid to a former spouse who cannot provide for themselves; since 2020 the duration is normally half the marriage, capped at five years.

Civil Law

See also our page on civil law.

• Breach of contract (wanprestatie) — A failure to perform a contractual obligation that is attributable to the debtor, giving the other party a claim for damages and, in most cases, rescission.
• Default (verzuim) — The state a debtor enters after a valid notice of default or a missed fixed deadline; it is the precondition for damages and rescission.
• Error (dwaling) — A contract entered into on a mistaken assumption caused by the other party’s statement or silence can be annulled, or adjusted by the court.
• General terms and conditions (algemene voorwaarden) — Standard clauses drafted for repeated use; they bind the other party only if they were made available before or at the moment of contracting.
• Limitation period (verjaring) — The period after which a claim can no longer be enforced; five years for most contractual and damages claims, twenty years as the outer limit.
• Notice of default (ingebrekestelling) — A written demand giving a debtor a final reasonable period to perform, and the step that puts the debtor in default under Dutch law.
• Penalty payment (dwangsom) — A sum a court orders a party to pay for each breach of, or day of non-compliance with, a judgment; it cannot be attached to an obligation to pay money.
• Prejudgment attachment (conservatoir beslag) — Attachment of assets before judgment, with the court’s leave, to secure recovery; proceedings on the merits must follow within a set period.
• Preliminary relief proceedings (kort geding) — Fast civil proceedings before the provisional relief judge for an urgent, provisional order; a judgment usually follows within weeks.
• Rescission of a contract (ontbinding) — Termination of a contract because the other party has failed to perform; it can be done by written declaration and undoes the obligations for the future.