Article 2:336a of the Dutch Civil Code (Burgerlijk Wetboek) governs the expulsion of a shareholder (uitstoting). One or more shareholders who together hold at least one third of the issued capital can ask the Enterprise Chamber (Ondernemingskamer) to order a co-shareholder to transfer his shares, if his conduct harms the company so seriously that his continued shareholding cannot reasonably be tolerated.
Table of contents
When can a shareholder be expelled?
Only when the conduct of that shareholder damages the interests of the company. A disagreement about strategy or a strained personal relationship is not enough. Since 1 January 2025, the court may also take into account conduct in another capacity, for example as a director of the company. The threshold remains high, because expulsion takes away a property right.
Which companies does the rule cover?
The rule applies 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 outside the EU (Article 2:336 Dutch Civil Code). In practice, this covers most family businesses, start-ups and joint ventures.
How does the procedure work?
Since the Act amending the dispute resolution rules (Wet aanpassing geschillenregeling) entered into force on 1 January 2025, the claim is brought by petition (verzoekschrift) directly at the Enterprise Chamber of the Amsterdam Court of Appeal. There is one factual instance, followed only by a possible appeal in cassation to the Supreme Court. The Enterprise Chamber can appoint one or more experts to value the shares and then sets the price. The articles of association or an agreement may refer disputes to arbitration instead.
What should shareholders do in practice?
Facts decide these cases. Record incidents, decisions and their effect on the company as they happen. Check whether the shareholders’ agreement already contains a leaver or deadlock clause, because a contractual exit is usually faster and cheaper than court proceedings.
Frequently asked questions
Can a minority shareholder use this rule?
Not on his own if he holds less than one third of the issued capital. A minority shareholder who wants to leave can instead claim withdrawal under Article 2:343 Dutch Civil Code.
Who pays the price for the shares?
The shareholders who bring the claim. The Enterprise Chamber orders them to take over the shares at the price it determines.
Related terms
- Article 2:343 Dutch Civil Code (withdrawal of a shareholder)
- Article 2:336 Dutch Civil Code (scope of the dispute resolution rules)
- Shareholders’ agreement
- Inquiry proceedings at the Enterprise Chamber
Our corporate lawyers assist shareholders on both sides of an expulsion or exit dispute. Want to know what this means for your situation? Book a free introductory meeting.
