Business law · in the Netherlands
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Business lawin the NetherlandsBusiness disputes
A dispute between shareholders or a deadlocked Dutch company? Prepare your legal position, evidence and urgent decisions for a business lawyer.
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Contracts and partnerships
A supplier or customer is in breach? Have the legal basis, final deadline, scope of dissolution and financial settlement assessed before stopping.
View overviewDutch law
Shares and management
Selling or acquiring bv shares, or transferring after a dispute? Prepare ownership, restrictions and transaction arrangements with appropriate legal help.
View overviewDutch law
Starting or closing
Deciding between sole proprietorship, vof and bv? Compare liability, cooperation and transition costs and prepare questions for lawyer, notary and tax adviser.
View overviewDutch law
Find a lawyer
Find a lawyer by practice area in the official register of the Netherlands Bar. Agree on the work and costs in advance.
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Business disputes
Links: 23Who decides?
Shareholder dispute: when do you need a business lawyer?A dispute between shareholders or a deadlocked Dutch company? Prepare your legal position, evidence and urgent decisions for a business lawyer.
Sidelined as a minority shareholder: protect your positionDoes a fellow shareholder decide without you or harm your interest? Organise voting rights, decisions and evidence, and compare correction, interim measures and withdrawal.
Dispute with a STAK: targeted protection for depositary receipt holdersIs a STAK withholding information or is its board acting against your interest? Examine administration terms, meeting rights and the appropriate legal route.
Director disputes
Personally pursued as a company director: what should you do?A creditor, insolvency trustee or the Dutch Tax Administration is pursuing you personally? Identify the legal basis and prepare for a lawyer.
Removing a director or facing removal: review the decision and contract togetherRemoving a director of a Dutch BV? Check authority, the meeting, hearing and advisory rights, and the employment contract before deciding.
Suspending a BV director: authority and immediate consequencesTemporarily suspending a director requires an authorised decision, careful preparation and arrangements for access, responsibilities and remuneration.
Payment or urgent action?
Business invoice unpaid: when should you instruct a lawyer?A business customer has not paid? Check the order, due date and defence, then choose a targeted reminder, collection or court route.
Precautionary attachment in a business dispute: secure recovery or lift a freezeWorried a business debtor will dispose of assets, or has your account been frozen? Have the claim, necessity and attachment risks assessed promptly.
Urgent business proceedings: which decision really cannot wait?Urgency over delivery, access or a commercial injunction? Prepare the need for speed, evidence and a workable interim claim with a lawyer.
Links: 23
Shareholder dispute: when do you need a business lawyer?Personally pursued as a company director: what should you do?Removing a director or facing removal: review the decision and contract togetherEnterprise Chamber inquiry: does your Dutch company need investigation?Business invoice unpaid: when should you instruct a lawyer?Precautionary attachment in a business dispute: secure recovery or lift a freezeUrgent business proceedings: which decision really cannot wait?Applying for a business’s bankruptcy: assess the conditions and consequencesNeed a business lawyer? Choose help suited to your commercial problemChallenging a decision of your BV: annulment, evidence and urgencySuspending a BV director: authority and immediate consequencesSidelined as a minority shareholder: protect your positionDispute with a STAK: targeted protection for depositary receipt holdersTool: Shareholder dispute: when do you need a business lawyer? · NLPDF guide: Shareholder dispute: when do you need a business lawyer? · PDF (NL)Tool: Personally pursued as a company director: what should you do? · NLPDF guide: Personally pursued as a company director: what should you do? · PDF (NL)Tool: Removing a director or facing removal: review the decision and contract together · NLPDF guide: Removing a director or facing removal: review the decision and contract together · PDF (NL)Tool: Enterprise Chamber inquiry: does your Dutch company need investigation? · NLPDF guide: Enterprise Chamber inquiry: does your Dutch company need investigation? · PDF (NL)Tool: Business invoice unpaid: when should you instruct a lawyer? · NLPDF guide: Business invoice unpaid: when should you instruct a lawyer? · PDF (NL)
Who decides?
Links: 6Shareholder dispute: when do you need a business lawyer?
Shareholder dispute: when do you need a business lawyer?A dispute between shareholders or a deadlocked Dutch company? Prepare your legal position, evidence and urgent decisions for a business lawyer.
Sidelined as a minority shareholder: protect your positionDoes a fellow shareholder decide without you or harm your interest? Organise voting rights, decisions and evidence, and compare correction, interim measures and withdrawal.
Dispute with a STAK: targeted protection for depositary receipt holdersIs a STAK withholding information or is its board acting against your interest? Examine administration terms, meeting rights and the appropriate legal route.
Challenging a decision of your BV: annulment, evidence and urgency
Prepare for your question · Shareholder dispute: when do you need a business lawyer?
Director disputes
Links: 10Personally pursued as a company director: what should you do?
Personally pursued as a company director: what should you do?A creditor, insolvency trustee or the Dutch Tax Administration is pursuing you personally? Identify the legal basis and prepare for a lawyer.
Removing a director or facing removal: review the decision and contract togetherRemoving a director of a Dutch BV? Check authority, the meeting, hearing and advisory rights, and the employment contract before deciding.
Suspending a BV director: authority and immediate consequencesTemporarily suspending a director requires an authorised decision, careful preparation and arrangements for access, responsibilities and remuneration.
Prepare for your question · Personally pursued as a company director: what should you do?
Prepare for your question · Removing a director or facing removal: review the decision and contract together
Prepare for your question · Enterprise Chamber inquiry: does your Dutch company need investigation?
Links: 10
Personally pursued as a company director: what should you do?Removing a director or facing removal: review the decision and contract togetherSuspending a BV director: authority and immediate consequencesEnterprise Chamber inquiry: does your Dutch company need investigation?Tool: Personally pursued as a company director: what should you do? · NLPDF guide: Personally pursued as a company director: what should you do? · PDF (NL)Tool: Removing a director or facing removal: review the decision and contract together · NLPDF guide: Removing a director or facing removal: review the decision and contract together · PDF (NL)Tool: Enterprise Chamber inquiry: does your Dutch company need investigation? · NLPDF guide: Enterprise Chamber inquiry: does your Dutch company need investigation? · PDF (NL)
Payment or urgent action?
Links: 7Business invoice unpaid: when should you instruct a lawyer?
Business invoice unpaid: when should you instruct a lawyer?A business customer has not paid? Check the order, due date and defence, then choose a targeted reminder, collection or court route.
Precautionary attachment in a business dispute: secure recovery or lift a freezeWorried a business debtor will dispose of assets, or has your account been frozen? Have the claim, necessity and attachment risks assessed promptly.
Urgent business proceedings: which decision really cannot wait?Urgency over delivery, access or a commercial injunction? Prepare the need for speed, evidence and a workable interim claim with a lawyer.
Applying for a business’s bankruptcy: assess the conditions and consequences
Applying for a business’s bankruptcy: assess the conditions and consequencesA customer will not pay, or your own business cannot continue? Distinguish a creditor’s petition, your own filing and a defence, and seek help promptly.
Need a business lawyer? Choose help suited to your commercial problemA shareholder dispute, liability demand or important contract? Prepare your choice, initial instruction and business lawyer’s costs purposefully.
Prepare for your question · Business invoice unpaid: when should you instruct a lawyer?
Links: 7
Business invoice unpaid: when should you instruct a lawyer?Precautionary attachment in a business dispute: secure recovery or lift a freezeUrgent business proceedings: which decision really cannot wait?Applying for a business’s bankruptcy: assess the conditions and consequencesNeed a business lawyer? Choose help suited to your commercial problemTool: Business invoice unpaid: when should you instruct a lawyer? · NLPDF guide: Business invoice unpaid: when should you instruct a lawyer? · PDF (NL)
Contracts and partnerships
Links: 20What was agreed?
Reviewing a business contract: which risks should you raise with a lawyer?Signing a major contract or facing unclear arrangements? Prepare performance, payment, liability and exit for a targeted legal review.
Business terms and conditions in a dispute: when should a lawyer review them?Were your terms properly used, do purchase terms conflict or is liability excluded? Prepare a targeted legal review.
Drafting a vof agreement: make authority, profits and departure workableWorking together in a vof? Arrange contributions, signing authority, profit allocation, illness and exit before money and customers are committed.
Ending a partnership
Dissolving a business contract: avoid an invalid terminationA supplier or customer is in breach? Have the legal basis, final deadline, scope of dissolution and financial settlement assessed before stopping.
Ending a business relationship: what notice and settlement are needed?Giving notice to a regular supplier or business partner? Examine duration, agreements, dependence and winding-up arrangements before ending the relationship.
Leaving a Dutch vof: arrange your exit and your exposure to debtsWant to leave a vof partnership? Have notice, continuation, the buyout price and liability reviewed before signing an exit agreement.
Seeking payment
Business payment plans: record instalments, interest and missed-payment consequencesA customer wants to pay in instalments. Assess the debt, feasibility and security before accepting a business payment plan.
Commercial interest and business collection costs: check basis, period and calculationReceived a business collection letter, or claiming interest? Separate principal, commercial interest and costs, and obtain legal assessment of disputed items.
Business set-off: may you deduct a counterclaim from an invoice?Offsetting an invoice against damages or another claim? Check parties, maturity, contract and evidence before relying on set-off.
What security is available?
Personal surety for your business: assess the risk to your own assetsSigning personally for a business loan, or already facing a bank demand? Check the scope, conditions, spouse’s position and release from the surety.
Disputed business loan: check repayment, termination and securityDemanding repayment or disputing an instalment? Organise the agreement, balance and maturity before a demand or new financing arrangement.
Enforcing or resisting a pledge: check debt, collateral and sale procedureA financier threatens to sell pledged assets. Examine the pledge deed, default, scope and procedure before sale or urgent proceedings.
Links: 20
Dissolving a business contract: avoid an invalid terminationEnding a business relationship: what notice and settlement are needed?Leaving a Dutch vof: arrange your exit and your exposure to debtsPersonal surety for your business: assess the risk to your own assetsDrafting a vof agreement: make authority, profits and departure workableBusiness terms and conditions in a dispute: when should a lawyer review them?Reviewing a business contract: which risks should you raise with a lawyer?Disputed business non-compete: may you trade again or approach customers?Having an NDA checked or dealing with a confidentiality breach: when do you need a lawyer?Ending a management agreement: coordinating the contract and directorshipBusiness payment plans: record instalments, interest and missed-payment consequencesCommercial interest and business collection costs: check basis, period and calculationBusiness set-off: may you deduct a counterclaim from an invoice?Suspending business payment or delivery: when is withholding responsible?Invoking retention of title: which goods can you reclaim?Disputed business loan: check repayment, termination and securityEnforcing or resisting a pledge: check debt, collateral and sale procedureBusiness settlement agreements: what rights do you give up?Tool: Dissolving a business contract: avoid an invalid termination · NLPDF guide: Dissolving a business contract: avoid an invalid termination · PDF (NL)
What was agreed?
Links: 5Reviewing a business contract: which risks should you raise with a lawyer?
Reviewing a business contract: which risks should you raise with a lawyer?Signing a major contract or facing unclear arrangements? Prepare performance, payment, liability and exit for a targeted legal review.
Business terms and conditions in a dispute: when should a lawyer review them?Were your terms properly used, do purchase terms conflict or is liability excluded? Prepare a targeted legal review.
Drafting a vof agreement: make authority, profits and departure workableWorking together in a vof? Arrange contributions, signing authority, profit allocation, illness and exit before money and customers are committed.
Having an NDA checked or dealing with a confidentiality breach: when do you need a lawyer?
Having an NDA checked or dealing with a confidentiality breach: when do you need a lawyer?Sharing sensitive business information or addressing an NDA breach? Prepare agreements, evidence and measures with this guide to commercial confidentiality.
Disputed business non-compete: may you trade again or approach customers?A restraint after sale or cooperation? Assess scope, contract context and planned activities before your next step.
Ending a partnership
Links: 7Dissolving a business contract: avoid an invalid termination
Dissolving a business contract: avoid an invalid terminationA supplier or customer is in breach? Have the legal basis, final deadline, scope of dissolution and financial settlement assessed before stopping.
Ending a business relationship: what notice and settlement are needed?Giving notice to a regular supplier or business partner? Examine duration, agreements, dependence and winding-up arrangements before ending the relationship.
Leaving a Dutch vof: arrange your exit and your exposure to debtsWant to leave a vof partnership? Have notice, continuation, the buyout price and liability reviewed before signing an exit agreement.
Ending a management agreement: coordinating the contract and directorship
Ending a management agreement: coordinating the contract and directorshipWhen ending a management agreement, authority, notice, remuneration and statutory board position must be examined together.
Business settlement agreements: what rights do you give up?Settling a business dispute? Check parties, payment, final release and remaining claims before signing a settlement agreement.
Prepare for your question · Dissolving a business contract: avoid an invalid termination
Links: 7
Dissolving a business contract: avoid an invalid terminationEnding a business relationship: what notice and settlement are needed?Leaving a Dutch vof: arrange your exit and your exposure to debtsEnding a management agreement: coordinating the contract and directorshipBusiness settlement agreements: what rights do you give up?Tool: Dissolving a business contract: avoid an invalid termination · NLPDF guide: Dissolving a business contract: avoid an invalid termination · PDF (NL)
Seeking payment
Links: 5Business payment plans: record instalments, interest and missed-payment consequences
Business payment plans: record instalments, interest and missed-payment consequencesA customer wants to pay in instalments. Assess the debt, feasibility and security before accepting a business payment plan.
Commercial interest and business collection costs: check basis, period and calculationReceived a business collection letter, or claiming interest? Separate principal, commercial interest and costs, and obtain legal assessment of disputed items.
Business set-off: may you deduct a counterclaim from an invoice?Offsetting an invoice against damages or another claim? Check parties, maturity, contract and evidence before relying on set-off.
Suspending business payment or delivery: when is withholding responsible?
Suspending business payment or delivery: when is withholding responsible?Withholding payment over a defect or stopping supply? Examine connection, extent and contract before suspending business obligations.
Invoking retention of title: which goods can you reclaim?Customer not paying or bankrupt? Check the clause, identification and trustee before reclaiming goods under retention of title.
What security is available?
Links: 3Personal surety for your business: assess the risk to your own assets
Personal surety for your business: assess the risk to your own assetsSigning personally for a business loan, or already facing a bank demand? Check the scope, conditions, spouse’s position and release from the surety.
Disputed business loan: check repayment, termination and securityDemanding repayment or disputing an instalment? Organise the agreement, balance and maturity before a demand or new financing arrangement.
Enforcing or resisting a pledge: check debt, collateral and sale procedureA financier threatens to sell pledged assets. Examine the pledge deed, default, scope and procedure before sale or urgent proceedings.
Shares and management
Links: 13Transferring shares
Transferring bv shares: which arrangements need checking before the notary?Selling or acquiring bv shares, or transferring after a dispute? Prepare ownership, restrictions and transaction arrangements with appropriate legal help.
Business acquisition review: what must be clear before signing?Buying or selling a business? Examine contracts, employees, debts and warranties and turn findings into purchase-agreement terms.
Review your shareholders’ agreement before joining or a dispute arisesJoint owners of a bv? Record control, information, finance and departure and align the shareholders’ agreement with the articles.
Who has authority?
Amending a bv’s articles: when do you need independent legal advice?New shareholder, different control or disputed amendment? Prepare decisions and notarial formalities with the right documents.
Contract signed by the wrong person: when should you involve a lawyer?Doubt about signing authority for a business contract? Collect the register extract, power of attorney and correspondence and assess who could bind the business.
Preparing a shareholders’ meeting: avoid invalid or disputed resolutionsAn important bv decision approaching? Check participants, powers, notice, agenda and records before the shareholders’ meeting.
Information and money
Shareholder information and inspection: make a specific request and choose the right routeNot receiving figures or answers as a shareholder? Establish your information position, formulate focused questions and prepare a proportionate legal next step.
Paying a bv dividend: when should a director seek legal advice?Profit does not automatically make a dividend responsible. Prepare decisions, reserves and payment capacity and assess risks before distribution.
Repaying a shareholder loan: when it falls due and the risksWant money back from your BV, or is a shareholder refusing repayment? Check the loan, subordination, decision-making and financial consequences before payment.
Links: 13
Transferring bv shares: which arrangements need checking before the notary?Business acquisition review: what must be clear before signing?Review your shareholders’ agreement before joining or a dispute arisesAmending a bv’s articles: when do you need independent legal advice?Contract signed by the wrong person: when should you involve a lawyer?Preparing a shareholders’ meeting: avoid invalid or disputed resolutionsPaying a bv dividend: when should a director seek legal advice?A shareholder dies: arranging shares, control and business continuityRepaying a shareholder loan: when it falls due and the risksDischarge for a director: what is actually settled?Appointing a BV director: prepare the decision, acceptance and registrationShareholder information and inspection: make a specific request and choose the right routeAllocating board duties and organising supervision: recording responsibility practically
Transferring shares
Links: 4Transferring bv shares: which arrangements need checking before the notary?
Transferring bv shares: which arrangements need checking before the notary?Selling or acquiring bv shares, or transferring after a dispute? Prepare ownership, restrictions and transaction arrangements with appropriate legal help.
Business acquisition review: what must be clear before signing?Buying or selling a business? Examine contracts, employees, debts and warranties and turn findings into purchase-agreement terms.
Review your shareholders’ agreement before joining or a dispute arisesJoint owners of a bv? Record control, information, finance and departure and align the shareholders’ agreement with the articles.
A shareholder dies: arranging shares, control and business continuity
Who has authority?
Links: 5Amending a bv’s articles: when do you need independent legal advice?
Amending a bv’s articles: when do you need independent legal advice?New shareholder, different control or disputed amendment? Prepare decisions and notarial formalities with the right documents.
Contract signed by the wrong person: when should you involve a lawyer?Doubt about signing authority for a business contract? Collect the register extract, power of attorney and correspondence and assess who could bind the business.
Preparing a shareholders’ meeting: avoid invalid or disputed resolutionsAn important bv decision approaching? Check participants, powers, notice, agenda and records before the shareholders’ meeting.
Appointing a BV director: prepare the decision, acceptance and registration
Appointing a BV director: prepare the decision, acceptance and registrationAppointing a new director? Check appointment authority, articles, effective date and acceptance before completing registration and working arrangements.
Allocating board duties and organising supervision: recording responsibility practicallyUnclear board portfolios? Record information, decisions and escalation and align allocation of duties with legal supervision arrangements.
Information and money
Links: 4Shareholder information and inspection: make a specific request and choose the right route
Shareholder information and inspection: make a specific request and choose the right routeNot receiving figures or answers as a shareholder? Establish your information position, formulate focused questions and prepare a proportionate legal next step.
Paying a bv dividend: when should a director seek legal advice?Profit does not automatically make a dividend responsible. Prepare decisions, reserves and payment capacity and assess risks before distribution.
Repaying a shareholder loan: when it falls due and the risksWant money back from your BV, or is a shareholder refusing repayment? Check the loan, subordination, decision-making and financial consequences before payment.
Discharge for a director: what is actually settled?
Starting or closing
Links: 6Starting a business
Choosing or changing legal form: when do you need advice beyond a tax calculation?Deciding between sole proprietorship, vof and bv? Compare liability, cooperation and transition costs and prepare questions for lawyer, notary and tax adviser.
Incorporating a bv with sound arrangements: when do you need a lawyer as well as a notary?Prepare a bv’s incorporation with arrangements for ownership, management and contracts. Identify questions for notary, lawyer and tax adviser.
A competitor uses your business name: when should you consult a trade-name lawyer?A similar business name or a cease-and-desist letter? Collect evidence of use, activities and confusion before acting.
Closing a business
Dissolving a bv with assets: arrange liquidation and debts carefullyClosing a bv with assets or unfinished matters? Arrange dissolution, liquidation, creditors and tax winding-up.
Preparing fast-track liquidation: when is a bv genuinely without assets?Closing a bv quickly? Check absence of assets, financial accountability, fourteen-day deadline and creditor information before deciding.
Legal merger or division: prepare decisions, creditors and implementationCombining businesses or separating operations? Map legal entities, contracts and interests and coordinate the legal route with lawyer and notary.
Starting a business
Links: 3Choosing or changing legal form: when do you need advice beyond a tax calculation?
Choosing or changing legal form: when do you need advice beyond a tax calculation?Deciding between sole proprietorship, vof and bv? Compare liability, cooperation and transition costs and prepare questions for lawyer, notary and tax adviser.
Incorporating a bv with sound arrangements: when do you need a lawyer as well as a notary?Prepare a bv’s incorporation with arrangements for ownership, management and contracts. Identify questions for notary, lawyer and tax adviser.
A competitor uses your business name: when should you consult a trade-name lawyer?A similar business name or a cease-and-desist letter? Collect evidence of use, activities and confusion before acting.
Closing a business
Links: 3Dissolving a bv with assets: arrange liquidation and debts carefully
Dissolving a bv with assets: arrange liquidation and debts carefullyClosing a bv with assets or unfinished matters? Arrange dissolution, liquidation, creditors and tax winding-up.
Preparing fast-track liquidation: when is a bv genuinely without assets?Closing a bv quickly? Check absence of assets, financial accountability, fourteen-day deadline and creditor information before deciding.
Legal merger or division: prepare decisions, creditors and implementationCombining businesses or separating operations? Map legal entities, contracts and interests and coordinate the legal route with lawyer and notary.
Find a lawyer
Links: 6Find a lawyer
Need a business lawyer? Choose help suited to your commercial problemA shareholder dispute, liability demand or important contract? Prepare your choice, initial instruction and business lawyer’s costs purposefully.
Find a lawyerFind a lawyer by practice area in the official register of the Netherlands Bar. Agree on the work and costs in advance.
Official lawyer registerFind a lawyer by practice area in the official register of the Netherlands Bar. Agree on the work and costs in advance.