Article 2:343 of the Dutch Civil Code (Burgerlijk Wetboek) contains the withdrawal rule (uittreding). A shareholder whose rights or interests have been harmed by the conduct of one or more co-shareholders, or of the company, to such an extent that continued shareholding can no longer reasonably be expected of him, can ask the Enterprise Chamber (Ondernemingskamer) to order a buy-out of his shares.
Table of contents
When can a shareholder claim withdrawal?
When the harm is serious and caused by the conduct of others. Examples include structural exclusion from information, dilution through share issues, or the systematic withholding of dividend without good reason. A shareholder who simply wants to leave, without such conduct, cannot use this rule. Withdrawal is the mirror image of expulsion under Article 2:336a Dutch Civil Code.
Why is withdrawal important for minority shareholders?
A minority shareholder in a BV or NV that is not listed is often stuck. A sale to a third party is blocked by transfer restrictions in the articles of association, or there is simply no buyer for a minority stake. The majority has no reason to buy him out. Withdrawal forces a solution at a price the court determines.
How does the procedure work?
Since 1 January 2025, the claim is filed by petition directly with the Enterprise Chamber of the Amsterdam Court of Appeal, which decides in a single factual instance. The Enterprise Chamber can order the co-shareholders concerned, or the company, to take over the shares. It can appoint one or more experts to value them and then sets the price. Holders of depositary receipts have the same right. Arbitration is possible if the articles of association or an agreement provide for it.
What should you do in practice?
Valuation is usually the main dispute. Collect evidence early of the conduct and its effect on the value of your shares, and check whether the shareholders’ agreement contains an exit arrangement first.
Frequently asked questions
Is the price the value before or after the harmful conduct?
The Enterprise Chamber has discretion and can set the reference date so that the harm is not borne by the leaving shareholder.
Can I also claim damages?
Yes, a separate claim for damages may be possible on other grounds, such as tort.
Related terms
- Article 2:336a Dutch Civil Code (expulsion of a shareholder)
- Article 2:336 Dutch Civil Code (scope of the dispute resolution rules)
- Article 2:195 Dutch Civil Code (share transfer restrictions)
- Drag-along and tag-along
Our corporate lawyers advise minority and majority shareholders on exit disputes. Want to know what this means for your situation? Book a free introductory meeting.
