A Guide to Transfer of Undertaking in the Netherlands

Ever wondered what happens when your favourite local café gets a new owner, but everything else—the friendly staff, the familiar menu, the cosy atmosphere—stays exactly the same? This is a perfect real-world example of what Dutch law calls an overgang van onderneming, or a transfer of undertaking.

In legal terms, this means that when a business changes hands, the employees' jobs and working conditions are automatically protected and move with the business to the new owner.

Understanding a Business Transfer in the Netherlands

An overgang van onderneming is a specific legal event where an economic entity, like a company or a distinct part of one, is transferred to a new employer. For the law to apply, the business must keep its core identity after the transfer and continue its operations in a similar way.

This is much more than just a simple sale of assets like computers or machinery. It’s about the transfer of an entire operational business. The easiest way to think about it is that the new employer literally steps into the shoes of the old one. This legal framework, which comes from European directives and is written into the Dutch Civil Code, acts as a strong safety net for employees caught in the middle of a takeover.

Key Protections for Employees

The law is clear: employees shouldn't lose their jobs or be forced into worse conditions just because their company has a new boss. The fundamental protections are quite robust:

• Automatic Transfer of Employment: All existing employment contracts automatically move from the seller (the transferor) to the buyer (the transferee). Employees don't need to sign new contracts for their employment to continue.
• Preservation of Rights and Obligations: Every term and condition from the original employment contract stays firmly in place. This includes salary, seniority, holiday entitlements, pension rights, and any other established benefits.
• Protection Against Dismissal: The transfer itself can never be a valid reason for dismissal. An employee’s job is secure unless there are separate economic, technical, or organisational reasons for redundancy that would have existed regardless of the transfer.

Crucial Takeaway: The primary goal of the law governing an overgang van onderneming is to ensure stability for the workforce. The idea is that employees should experience a seamless transition, with their legal and contractual rights fully preserved under the new ownership.

For business owners, understanding these rules is absolutely vital for compliance. For employees, it provides essential peace of mind during what can be an uncertain time. Both the seller and the buyer share responsibility for managing the process correctly. The seller must give the buyer all the necessary information, and the buyer must be ready to honour all existing employment obligations from the moment the deal is done.

Quick Overview of Business Transfers in the Netherlands

To help you grasp the basics at a glance, the table below summarises the fundamental aspects of a transfer of undertaking under Dutch law.

This framework ensures that business transfers happen smoothly without unfairly disadvantaging the people who make the business run: the employees.

How Courts Identify a Business Transfer

Figuring out if a transaction is truly an overgang van onderneming isn't always as simple as it looks. It goes far beyond just a change of ownership on paper. Courts dig much deeper to see if the real heart of the business—its economic identity—is still intact after the deal is done.

This isn't a mechanical checklist where ticking off a few boxes gives you a clear answer. Instead, Dutch and European courts take a holistic view, weighing several interconnected factors to see the whole picture. These guiding principles are famously known as the Spijkers criteria, named after a landmark ruling by the European Court of Justice.

At the end of the day, the core question is always this: has an operating economic entity been transferred in a way that it keeps its identity, allowing the new owner to carry on with the same or very similar business activities?

The Core Principle: Identity Preservation

The absolute key element here is identity preservation. A good analogy is a local football club changing owners. If the team keeps its players, its name, its stadium, and keeps playing in the same league, it's still recognisably the same club. Its identity has been preserved, even with a new person at the top.

A simple sale of assets, like offloading old office furniture and computers, doesn't even come close. That’s just liquidation. An overgang van onderneming involves the transfer of a living, breathing business operation.

Breaking Down the Spijkers Criteria

To decide if a business has kept its identity, courts look at all the facts and circumstances surrounding the transaction. The Spijkers criteria offer a solid framework for this analysis, zeroing in on several key factual elements.

Here are the main factors that go into the mix:

• The Nature of the Business: Is it a people-powered business (like a consultancy firm) or one driven by assets (like a factory)? This starting point heavily influences how other factors are weighed.
• Transfer of Tangible Assets: Were physical assets like buildings, machinery, or stock part of the deal? In a manufacturing setting, the transfer of machinery is a massive indicator.
• Transfer of Intangible Assets: Did valuable non-physical assets like brand names, customer lists, permits, or intellectual property change hands?
• Takeover of Staff: Did the new employer take on a significant chunk of the workforce, especially the key people? In a service business, this is often the most critical factor of all.
• Transfer of Customers: Has the new owner inherited the existing client base or contracts?
• Similarity of Activities: How similar are the business activities before and after the transfer? If a bakery is sold and continues to operate as a bakery, it’s a strong signal.
• Duration of Interruption: Did the business stop operating for any length of time? A short, temporary pause for purely logistical reasons usually isn’t a deal-breaker.

Key Insight: No single factor ever decides the case on its own. A court will always weigh all the elements together. For example, with a cleaning company, taking over the employees is paramount, while the mops and buckets are far less important. In contrast, for a highly automated factory, the transfer of the machinery could be the deciding factor, even if very few staff are taken on.

This comprehensive assessment ensures the law is applied based on the reality of the situation, not just the formal legal structure of the deal. The strong business climate in the Netherlands often encourages these kinds of transfers as a path to growth. In fact, a recent survey revealed that over 70% of Swedish companies in the Netherlands expect their turnover to grow, pointing to a dynamic market where business transfers are common. This really underlines how vital it is for both local and international companies to get these legal details right. You can find out more about the Dutch business outlook in the Business Climate Survey 2025.

Understanding Your Rights as an Employee

When the business you work for changes hands, it’s completely natural to feel a bit of uncertainty. Thankfully, Dutch law offers a strong shield for employees through a crucial legal concept: the automatic transfer principle. This is, without a doubt, the most important protection you have during an overgang van onderneming.

The easiest way to think about it is that your employment contract is securely attached to the business. When the business is sold to a new owner, your contract—with all its rights and benefits—automatically goes with it. You don’t have to lift a finger; the law ensures this transfer happens seamlessly.

Essentially, the new employer (the transferee) legally steps into the shoes of your old employer (the transferor). This means they inherit your employment contract exactly as it is, with every specific term and condition intact.

The Automatic Transfer of Your Employment Contract

This automatic transfer principle isn’t just a friendly suggestion; it’s a hard-and-fast rule. It guarantees that every right and obligation from your original employment agreement remains fully in place after the overgang van onderneming is finalised.

The scope of this protection is incredibly broad, covering all the vital elements of your employment that you've built up over time. Some of the key protected conditions include:

• Your Salary: The new employer is legally required to continue paying your agreed-upon wage without any changes.
• Job Title and Function: Your role and core responsibilities should stay the same.
• Seniority: Every year you've worked for the company counts towards your seniority with the new owner. This is critical for things like jubilee celebrations, notice periods, and any potential redundancy calculations down the line.
• Holiday Entitlement: Your accrued and future holiday days are protected and transfer over.
• Other Benefits: This covers any contractual perks, from bonuses and a company car to expense allowances.

From your point of view, the day after the transfer should feel no different from the day before when it comes to your contractual rights.

Key Protection: The most fundamental right you have is that the overgang van onderneming itself can never be a valid legal reason for dismissal. An employer cannot fire you simply because the company was sold.

This provides a vital layer of job security. While dismissals for other legitimate economic, technical, or organisational reasons might still be possible later, the transfer event itself is completely off-limits as a justification for termination. For a deeper dive into this topic, you can learn more about the complexities of Netherlands employment law in our detailed guide.

What Happens to Collective Labour Agreements

If a Collective Labour Agreement (CAO) governs your employment, the protections extend even further. The new employer is legally bound to respect the terms of the seller's CAO for all employees who are part of the transfer.

Think of the CAO as the official rulebook for your industry or company. The new owner must play by that same rulebook until one of three things occurs:

1. The existing CAO's term expires.
2. The new employer becomes bound by a new CAO that covers your role.
3. The new employer’s own pre-existing CAO becomes applicable.

A crucial point, recently confirmed by a Dutch Supreme Court ruling in July 2024, is that if your contract has a "dynamic incorporation clause"—one that refers to future versions of the CAO—the new employer must also honour these future agreements. They can't just ask you to sign this right away as part of the transfer.

This is significant. It means you remain covered by wage increases and updated conditions negotiated by the union, even under new ownership. This provides long-term stability and stops a new employer from immediately trying to undercut established labour standards. Your rights aren't frozen in time; they continue to evolve with the CAO that has always applied to you.

What Employers Must Do During a Transfer

When a business changes hands, it’s far more than a simple financial transaction. It's a complex legal process where both the selling employer (the transferor) and the buying employer (the transferee) have strict legal duties. Getting this right requires careful, proactive management from both sides to ensure a smooth transition and avoid nasty legal surprises down the road.

One of the most powerful legal safety nets for employees in this situation is the concept of joint and several liability. Think of it as a shared responsibility. For one year after the transfer date, both the old and new employers are on the hook together for any obligations that existed before the sale was finalised.

So, if the original employer forgot to pay a bonus that was due before the transfer, the employee has every right to chase that payment from either the old employer or the new one. This puts real pressure on the buyer to perform thorough due diligence and on the seller to tidy up their affairs properly, ensuring employees aren't left out of pocket.

The Duty to Inform and Consult

Transparency isn't just good form during an overgang van onderneming—it's the law. Both the seller and the buyer have a legal duty to inform and consult with their employees or their representatives about the upcoming transfer. The whole point is to provide clarity, manage expectations, and give the workforce a voice in a process that directly affects them.

This process becomes quite formal if the company has a works council (Ondernemingsraad or OR).

• Works Council Involvement: Both employers must formally ask their works councils for advice on the proposed transfer and what it will mean for staff. This request needs to be made early enough for the council's feedback to actually influence the final decision.
• Direct Employee Information: For companies without a works council, the employer is obligated to inform all affected employees directly. This information needs to be clear, timely, and cover all the key details.
• Union Consultation: If a union is part of the picture, it must also be consulted as laid out in the relevant Collective Labour Agreement (CAO).

The information shared can’t be vague. It must include the planned date of the transfer, the reasons behind it, and a clear outline of the legal, economic, and social consequences for employees. Any planned changes to job roles or locations must also be detailed. Failing to get this right can lead to legal challenges that might delay or even stop the entire deal.

Key Employer Obligation: The duty to inform is a structured dialogue, not a one-way announcement. Employers are legally required to genuinely consider the advice they receive from the works council and must explain their reasoning if they decide not to follow it.

The rules around overgang van onderneming are interpreted broadly, and they can apply in situations you might not expect. For example, in a recent case on 11 July 2024, a Dutch Court of Appeal looked at a business reorganisation where a company moved to Switzerland. Even with valid business reasons for the move, the court decided that shifting assets, liabilities, and 10 to 20 employees was, in fact, a transfer of undertaking in a tax context. You can explore more about these trends in Dutch transfer cases on Chambers.com.

Because an overgang van onderneming is designed to protect employees from being dismissed simply because of the transfer, employers have to tread very carefully. Any changes to the workforce must be for entirely separate and valid economic, technical, or organisational reasons. If you need a deeper dive into this topic, take a look at our guide on how to handle employee dismissal legally.

To navigate this process successfully, it's crucial for both parties to understand their specific obligations. The table below provides a clear comparison of these duties.

Key Obligations for Transferor vs. Transferee

Ultimately, clear communication and a firm grasp of these legal duties are what separate a smooth, successful transfer from a messy, contentious one. Both the seller and buyer share the responsibility for making it work, not just for the business, but for the people who are central to it.

When Transfer of Undertaking Laws Do Not Apply

While the rules for an overgang van onderneming provide a strong safety net for employees, it’s crucial to realise they don't apply to every business transaction. Not all sales or reorganisations trigger these automatic protections. Understanding the exceptions is just as important as knowing the rules.

Distinguishing these scenarios is vital because the legal consequences—especially for employees—are completely different. If a transaction falls outside the scope of a business transfer, employee contracts do not automatically move to the new owner, and dismissal protections do not apply.

The Simple Asset Sale

The most common situation that is not a business transfer is a simple asset sale. Imagine a company decides to sell off its fleet of delivery vans, its office furniture, or a piece of machinery. In this case, only physical property is changing hands.

There is no transfer of an operational business entity that maintains its identity. The buyer is simply acquiring goods, not a functioning business with staff and ongoing activities. For employees, this means their employment relationship remains solely with the original employer, who may then need to reassign them or, if no other work is available, consider redundancy for economic reasons.

The Share Sale Distinction

Another key exception is a share sale. This can be confusing because it feels like the company has a new owner, which it does. However, from a legal perspective, the employer itself has not changed.

Think of it this way: the company is a separate legal person. In a share sale, only the ownership of that legal person changes hands.

• The Employing Entity: The company (the B.V. or N.V.) that signs employee paycheques remains the same entity.
• The Employment Contract: Since the employer has not changed, the employment contract remains in place with that same company. There is no "transfer" of the contract from one employer to another.

Because the legal employer stays constant, the specific laws on overgang van onderneming are not triggered. Employees simply continue their employment with the same company, albeit under new ownership.

The Bankruptcy Exception

Bankruptcy introduces a significant and complex exception to the rules. When a company is declared bankrupt, the primary goal of the court-appointed trustee (curator) is to settle debts with creditors. To achieve this, the automatic employee protections of a business transfer are deliberately set aside to make the bankrupt company's assets more attractive to potential buyers.

A buyer acquiring a business directly from a bankrupt estate is not obligated to take on the existing employees or honour their contracts. The trustee typically terminates all employment contracts, and the buyer can then choose to offer new contracts to some or all of the former staff, often on different terms.

However, this exception is not a loophole for planned reorganisations. If a business is deliberately pushed into bankruptcy to bypass employee rights and then immediately sold as a pre-arranged "pre-pack" deal, courts may rule that it was a fraudulent circumvention of the law. In such cases, they can declare that a valid overgang van onderneming did occur, reinstating full employee protections.

Understanding these distinctions is essential. For more detailed insights into specific transfer scenarios, you can read our comprehensive guide on the transfer of undertaking.

A Step-by-Step Guide to a Compliant Transfer Process

Pulling off a successful overgang van een onderneming (transfer of undertaking) is about more than just agreeing on a price. It demands a carefully managed, compliant process every step of the way. Transparency and clear communication aren’t just nice-to-haves; they are legal duties that foster trust and pave the way for a smooth transition for everyone.

Following a clear roadmap is your best defence against legal challenges and operational disruption. For both the seller and the buyer, this means getting out ahead and engaging with key stakeholders, especially the Works Council (Ondernemingsraad or OR) and any relevant trade unions. This structured approach transforms the transfer from a point of high anxiety into a predictable, well-managed event.

Phase 1: Initial Planning and Notification

The real work starts long before anyone signs on the dotted line. The moment a business transfer becomes a serious possibility, the clock starts on your obligation to inform stakeholders. This first phase is all about laying a transparent foundation.

The seller (transferor) and buyer (transferee) need to build a solid case for the transfer. This involves clearly articulating the reasons for the deal, pinning down an expected date, and outlining the immediate consequences for employees. This information is absolutely vital for the Works Council, which has significant advisory rights.

Key actions at this stage include:

• Drafting an initial proposal that explains the logic and scope of the transfer.
• Identifying every affected employee and documenting their specific terms of employment.
• Preparing the formal request for advice (adviesaanvraag) to submit to the Works Council.

Phase 2: Consultation with the Works Council

In the Netherlands, if your company has 50 or more employees, you can’t ignore the Works Council. The employer must formally ask for the council’s advice on the proposed transfer. This isn’t a box-ticking exercise; the request has to be made at a point when their advice can still genuinely shape the final decision.

The Works Council’s advice isn’t legally binding, but it carries immense weight. Choosing to ignore a negative opinion without a very compelling reason can land you in court and cause serious delays. A judge can even halt the transfer if they find the consultation process was flawed.

This consultation requires sharing detailed information about how the transfer will affect jobs, working conditions, and the company’s future strategy. The Works Council will then issue its formal opinion. If the company decides to go against the council’s advice, it must wait a full month before moving forward, giving the council time to appeal the decision.

Phase 3: Informing Employees and Trade Unions

At the same time you’re consulting the Works Council, you need to inform all your employees directly. This communication must be timely, clear, and thorough, explaining exactly what the overgang van een onderneming means for their individual roles.

Likewise, if a collective labour agreement (CAO) covers your company, the relevant trade unions must also be brought into the loop. They are crucial for protecting collective rights and making sure the terms of the CAO are honoured after the transfer. To get a better handle on the broader legal framework, you might want to look at our detailed guide on employment law in the Netherlands.

The current economic climate, with Dutch companies posting strong profits, makes for a dynamic M&A environment. For example, in Q1 2025, non-financial companies saw gross profits climb to €90.1 billion, which helped boost investments by €0.9 billion. This healthy cash flow can make transfers easier, but it also highlights just how critical precise legal and financial management is.

Phase 4: Finalising and Executing the Transfer

Once the consultations are finished and all advice has been properly considered, you can move to the final stage. This is where you finalise the transfer agreement, ensuring every legal requirement protecting employee rights is correctly built in. While our guide focuses on the Dutch process, those looking for a broader perspective on the final steps may find this supplemental resource on how to transfer ownership of a business after closing useful.

After the transfer date, the new employer officially takes charge, inheriting all employment contracts as they stand. Continued, clear communication is essential here to integrate the team, address any leftover concerns, and ensure the business doesn’t lose a beat.

Right, let’s talk money. Beyond the legal paperwork and operational checklists, a business transfer in the Netherlands is, at its core, a major financial event. How you structure the deal will have a huge and immediate impact on the tax bill for both the buyer and the seller. Getting this right from the start isn’t just a “nice-to-have”—it’s fundamental to protecting the deal’s value.

Think of it this way: a business transfer isn’t just passing the keys to a new owner. It’s a taxable event that brings things like corporate income tax, VAT, and real estate transfer tax into the spotlight. If these aren’t planned for, you can be sure you’ll find some nasty surprises in the form of unexpected tax liabilities, which is a surefire way to sour a good deal. That’s why smart tax planning needs to be on the agenda from the very first handshake.

The biggest fork in the road, and the decision that shapes everything that follows, is whether you’re doing an asset deal or a share deal. Each route leads to a completely different tax outcome. It often creates a financial seesaw where a tax win for one side means a disadvantage for the other.

Asset Deals vs Share Deals

In an asset deal, the buyer is essentially going shopping. They pick and choose the specific assets (like machinery, inventory, or client lists) and liabilities they want to take on from the seller’s company. For the seller, any profit they make on selling those assets is usually hit with corporate income tax. The buyer, however, gets a nice upside: they can start depreciating the assets they just bought at their new value, which means lower tax bills down the line.

A share deal is a different beast entirely. Here, the buyer purchases the shares of the company itself. They get the whole package—the entire legal entity, with all its assets, debts, and history, warts and all. From the seller’s perspective (if they’re a company), this can be very attractive. The profit from selling the shares often falls under the “participation exemption” (deelnemingsvrijstelling), making the whole gain tax-free. But the buyer doesn’t get the same depreciation benefits; they inherit the company’s existing financial books and can’t re-value the assets to the higher price they just paid.

The choice between an asset and share deal is a classic negotiation battleground. It directly shapes the final price tag, because a tax advantage for you is often a tax headache for them.

Key Dutch Tax Considerations

The Dutch tax system has its own unique set of rules that you have to play by during an overgang van een onderneming. The government’s tax policies really set the stage for how these deals are valued and what the net outcome will be for everyone.

For example, take the Dutch corporate income tax (CIT). The way profits from a sale are taxed depends on this structure. The 2025 Dutch Tax Plan has set the CIT rate at 19% for taxable profits up to €200,000, and 25.8% for anything above that. This two-tiered system is especially important for SMEs, as the way you structure the deal can easily bump you from one tax bracket to the other.

A few other critical taxes to keep on your radar:

• Real Estate Transfer Tax (RETT): Does the business own property? If so, this is a big one. Starting in 2026, a new RETT rate of 8% is slated to apply to certain residential properties held by investors, which could complicate the transfer of businesses with significant real estate holdings.
• Value Added Tax (VAT): Generally, when you transfer a whole business, it isn’t subject to VAT. But—and this is a big but—the rules for this are very strict. Get the details wrong, and you could be facing a hefty VAT bill you never saw coming.

At the end of the day, untangling these financial threads is a job for an expert. Getting professional guidance is the only way to structure the deal for maximum tax efficiency, avoid those costly surprises, and make sure everyone walks away with the best possible value.

Common Mistakes to Avoid in a Business Transfer

Successfully navigating an overgang van een onderneming is less about grand strategy and more about getting the details right. I’ve seen countless transfers get bogged down, not because the idea was bad, but because of simple, avoidable procedural mistakes. Knowing what these pitfalls are ahead of time is your best line of defence.

The most common mistake? Misunderstanding what actually counts as a transfer. People often think an asset sale is just an asset sale. But if the business continues operating in a recognisable way after the deal, the law sees it as a full transfer. This one misstep can cause a cascade of problems, from violating employee rights to skipping mandatory consultations.

Another classic error is treating the Works Council (Ondernemingsraad) as an afterthought. Engaging with them isn’t a box-ticking exercise; it’s a legal requirement with a strict timeline. If you delay this step or show up with incomplete information, you’re inviting legal challenges that can stop the entire deal in its tracks.

Mishandling Employee Terms and Financials

Things often go wrong when it comes to employee contracts and the company’s books. The core rule is simple: employment contracts move to the new owner automatically, with every single right and benefit intact. Yet, new employers frequently try to change terms and conditions too soon or miss crucial details about pensions and accrued bonuses, which inevitably leads to disputes.

Think of it this way: a business transfer isn’t a chance to hit the reset button on employment contracts. The new employer literally steps into the shoes of the old one, taking on the workforce’s history and all the obligations that come with it.

On top of that, messy financial records can be a deal-killer. Before, during, and after the transfer, your accounting must be impeccable. Understanding the common accounting mistakes made by small business owners is a good starting point. Clean books make due diligence smoother and prevent nasty surprises that could sink the transaction’s value.

Underestimating Cross-Border Complexities

If the transfer crosses international borders, the complexity skyrockets. You’re suddenly juggling different legal frameworks and tax systems, and it’s easy to get tripped up. A recent case in the Dutch Court of Appeal really drove this point home. A company restructured by moving employees to a Swiss entity.

The court didn’t just glance at the paperwork; it took a hard look at how profits and cash were moving between the Netherlands and Switzerland. It found that the business had been undervalued for the transfer, which resulted in a massive tax bill. This case is a stark reminder that any international overgang van een onderneming demands razor-sharp planning on transfer pricing and tax compliance to sidestep crippling financial penalties.

Avoiding these common mistakes isn’t just about staying compliant. It’s about ensuring the transition is smooth and successful, allowing you to actually realise the full value you set out to achieve.

Answering Your Key Questions

We've covered the main framework of an overgang van onderneming, which is designed to bring clarity and protection during a business sale. But of course, it's the personal, practical situations that often raise the most pressing questions for everyone involved. Let's tackle some of the most common concerns we hear from employees and employers.

What Happens to My Pension Rights in a Business Transfer?

Pension rights are a famously complex exception to the rule. While your core employment terms are protected and transfer over, the new employer isn't automatically forced to adopt the seller's exact pension scheme.

Instead, the new owner can bring you into their own company pension scheme. They can't just leave you without any pension at all, of course. Any replacement scheme must be legally sound and is often expected to be of a comparable standard, but the specifics can vary wildly.

It is absolutely crucial to get specific advice on how your pension will be affected. The outcome depends heavily on the type of pension fund involved—is it an industry-wide scheme or a company-specific one? Professional guidance here is essential to really understand the long-term impact on your retirement savings.

Can I Refuse to Transfer to the New Employer?

Yes, you do have the right to object to the transfer and refuse to move to the new company. But this is not a decision to be taken lightly, as it comes with very serious legal consequences.

If you formally object, the law treats your employment contract with the original employer as terminated on the day of the transfer. This is viewed as a voluntary resignation. Because you're the one choosing to end the relationship, you will generally not be entitled to a transition payment (transitievergoeding) or unemployment benefits.

Does This Law Protect Temporary or Agency Workers?

How these rules apply to flexible workers is quite nuanced and really depends on the specific employment relationship in place.

• Fixed-Term Contracts: If you're on a direct fixed-term contract with the company being sold, you are fully protected. Your contract simply transfers over to the new employer and continues until its agreed-upon end date.
• Agency Workers: For agency workers, the situation is different. Your legal employer is the temp agency, not the company where you're physically working. If that company just decides to stop using one agency and hires another, this is not an overgang van onderneming for you, because your actual employer (the agency) hasn't changed.

However, if the temporary work agency itself is sold to a new owner, then its own employees—the agency workers—would absolutely be protected by these transfer laws.

What Is the Role of a Works Council?

If a company has a works council (Ondernemingsraad or OR), it plays a crucial role in the whole process. Both the selling and the buying companies are legally required to formally request advice from their respective works councils about the proposed transfer and its expected impact.

This request has to be made in good time, giving the council a real chance to provide a meaningful opinion that could genuinely influence the final decision. Ignoring this obligation is a major misstep and can lead to legal challenges that might delay or even stop the entire deal in its tracks. The works council acts as a vital check and balance, making sure employee interests are formally heard and considered.