Article 2:336 of the Dutch Civil Code (Burgerlijk Wetboek) defines the scope of the statutory dispute resolution rules (geschillenregeling) for shareholders. Since 1 January 2025, the rules on expulsion and withdrawal apply to private limited companies (BV) and public limited companies (NV), unless their shares or depositary receipts are traded on a regulated market, a multilateral trading facility or a comparable system.
Table of contents
What changed on 1 January 2025?
The Act amending the dispute resolution rules (Wet aanpassing geschillenregeling en verduidelijking ontvankelijkheidseisen enquêteprocedure) rewrote the section on dispute resolution (Articles 2:336 to 2:343c). Before 2025, Article 2:336 itself contained the expulsion claim and only covered BVs and certain closed NVs. Now it is a scope provision, and the expulsion claim moved to Article 2:336a. Proceedings no longer start with a writ of summons at the district court but with a petition to the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal.
Which companies are covered?
In practice, almost all non-listed companies: family businesses, start-ups, joint ventures and holding structures. Listed companies are excluded, because their shareholders can sell their shares on the market. Shareholders of covered companies can use expulsion (Article 2:336a), withdrawal (Article 2:343) and the related price-setting rules.
Why does the scope matter in practice?
It is the first question in any shareholder dispute. Documents, agreements and advice drafted before 2025 may still refer to the old Article 2:336 as the basis for expulsion, or to the district court as the competent court. Relying on the old text can lead to delay in an urgent dispute. Always check which version of the law a document is based on.
Frequently asked questions
Can parties agree on arbitration instead?
Yes. The articles of association or an agreement may refer these disputes to arbitration.
Does the reform also affect inquiry proceedings?
Yes. The same Act clarified the admission requirements for inquiry proceedings, including a separate threshold for listed companies.
Related terms
- Article 2:336a Dutch Civil Code (expulsion of a shareholder)
- Article 2:343 Dutch Civil Code (withdrawal of a shareholder)
- Shareholders’ agreement
- Private limited company (BV)
Our corporate lawyers handle shareholder disputes from first analysis to proceedings at the Enterprise Chamber. Want to know what this means for your situation? Book a free introductory meeting.
