Shareholder Dispute Lawyer in the Netherlands

Advice or proceedings? Ask for a free introductory meeting.

Law & More acts for majority and minority shareholders, founders and investors in shareholder disputes in the Netherlands, from stalled decision-making to a negotiated exit or proceedings before the Enterprise Chamber. We support entrepreneurs in negotiations, in reviewing and enforcing the articles and the shareholders' agreement, and in court, in Dutch and English. The first step is a free introductory meeting in which we look at the documents and at what you want to achieve.

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?

decision-making in the board or the general meeting that has come to a standstill;
being kept away from the figures or from information you are entitled to;
a demand to transfer your shares, or an obligation to offer them under the articles;
wanting to leave the company and knowing what your position is worth;
negotiating a buy-out or phased exit, including valuation, purchase price and warranties;
forced transfer, exit or inquiry proceedings before the Enterprise Chamber;
disputes about a director's role or liability; see directors' liability.

When should you involve a lawyer in a shareholder dispute?

As early as possible, because what you can prove later is built now. Minutes, notices, e-mails and the way requests for information are answered all become evidence.

A shareholder dispute rarely starts with a single decision. It builds: information dries up, meetings stop producing resolutions, dividends stop arriving, and at some point one shareholder wants out or wants the other out. Call us when decision-making has stalled, when you are being kept away from the figures, when you receive a demand to transfer your shares, or when you are considering an exit.

We read the documents first: articles of association, shareholders' agreement, share register, board and general meeting minutes, financing and any management agreement. That tells us who is formally entitled to do what, and which resolutions can still be challenged. We then establish your objective. Staying, leaving, or first breaking the deadlock are three different instructions, each with its own route and its own burden of proof.

Which routes does Dutch law offer?

There are three broad routes: a negotiated settlement on the basis of the articles and the shareholders' agreement, the statutory dispute resolution procedure, and inquiry proceedings before the Enterprise Chamber. Which one fits depends on your objective and on what you can support with documents.

The statutory dispute resolution procedure covers forced transfer of shares under Article 2:336a of the Dutch Civil Code and exit under Article 2:343 for a shareholder who wants to be bought out. Inquiry proceedings under Article 2:345 are aimed at an investigation into the policy and conduct of affairs and at interim measures, rather than at a price.

Since 1 January 2025 the dispute resolution procedure runs as an application before the Enterprise Chamber, which decides as the only court of fact, with an appeal to the Supreme Court on points of law only. If you are working from an opinion or a model drafted before that date, check which version of the rules it assumes. For the full picture, read our article on shareholder disputes in the Netherlands: routes, thresholds and remedies.

Can you force a co-shareholder out, or leave yourself?

Forced transfer under Article 2:336a requires that the other shareholder's conduct harms the company to such an extent that his continued shareholding can no longer reasonably be tolerated. Exit under Article 2:343 is open to a shareholder whose rights or interests have been harmed to the point that continuing can no longer be required of him.

For forced transfer, the law also sets a capital threshold for the shareholders bringing the claim. The articles may contain an obligation to offer shares in defined situations, which is often the faster route. In an exit procedure the outcome is an order that the shares be taken over at a price determined by independent valuers.

A blocking clause in the articles usually means a sale to a third party is not free, so we first look at whether a negotiated exit is achievable. Where it is, we negotiate the valuation method, funding of the purchase price, warranties, the current account and any restrictive covenant. Valuation is carried out by an independent valuer.

What does a shareholder dispute involve in practice?

Most files move through the same phases: a review of your position, a written exchange between the shareholders, an attempt at a negotiated exit, and only then proceedings. Many disputes settle in the second or third phase, often once a valuation is on the table.

A reasoned proposal in correspondence carries weight later, both in negotiation and before the court. Cases that do reach the Enterprise Chamber take longer and ask more of the parties, which is one reason we set out the expected effort per phase before we start. At the end we close the file properly: transfer before the civil-law notary, discharge, and amendment of the articles or the shareholders' agreement. Disputes often trace back to arrangements made at company formation; the wider framework is on our page on corporate law in the Netherlands.

How does working with Law & More work?

Introductory meeting: you explain the situation and we tell you what we see and whether we can help, free of charge.
Advice and cost estimate: we review the documents, set out the routes and agree the expected effort per phase with you.
Correspondence and negotiation: we set out your position and negotiate a buy-out, exit or other arrangement.
Proceedings or completion: we conduct the proceedings, or complete the transfer and the amended arrangements.

What does a shareholder dispute lawyer cost?

The introductory meeting is free of charge. After that we work on an hourly basis, and we agree the rate and the expected effort with you in advance.

Lawyer: 250 to 350 euros per hour, excluding VAT.
Partner: 300 to 400 euros per hour, excluding VAT.
One-off advice meeting without further assistance: 300 euros including VAT.

Law & More does not work on legal aid (toevoeging). Legal aid exists through the Legal Aid Board (Raad voor Rechtsbijstand), but we do not work on that basis. External costs such as court fees (griffierecht), notary fees and the costs of an independent valuation are charged separately. We do not give fixed-price quotations for a shareholder dispute, because the size of the work depends on the file and on the attitude of the other side. You receive a written engagement confirmation stating the rate in advance.

Who handles your case?

Your case is handled by Tom Meevis and Ruby van Kersbergen. You can read more about their background on our team page.

Which related services may be relevant?

Your question may touch on other areas as well. These pages explain how we can help.

Frequently asked questions

Can I force my co-shareholder to sell?

That is what the forced transfer procedure of Article 2:336a of the Dutch Civil Code is for. It requires that the shareholder, by his conduct, harms the interest of the company to such an extent that his continued shareholding can no longer reasonably be tolerated, and the law sets a capital threshold for the claimants. An obligation to offer in the articles is often the faster route.

Can I get out myself?

Yes, through the exit procedure of Article 2:343 of the Dutch Civil Code, intended for a shareholder whose rights or interests have been harmed to the point that continuing can no longer be required of him. The outcome is an order that the shares be taken over at a price determined by independent valuers. We first look at whether a negotiated exit is achievable.

What do inquiry proceedings add?

Inquiry proceedings under Article 2:345 of the Dutch Civil Code are about the policy and the conduct of affairs, not about the price of the shares. The Enterprise Chamber can order an investigation and take interim measures, such as appointing a director or transferring shares for administration. That can break a deadlock and change the negotiating position.

How long does a shareholder dispute take?

That depends on the route. Many disputes settle during the written exchange or the exit negotiations, often once a valuation is available. Proceedings before the Enterprise Chamber take longer and ask more of the parties. We set out the expected course and effort per phase before each step that carries cost.

Can you act in English?

Yes. We conduct meetings, correspondence and court documents in English as well as in Dutch, and we explain how Dutch company law works to directors and shareholders who are not based in the Netherlands. That includes companies with foreign shareholders or a foreign parent.

In doubt about your position? Tell us about your situation. We will let you know within one working day what your options are. Use our contact form, 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.