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The Dutch Civil Code (Burgerlijk Wetboek, BW or DCC) contains the core rules of Dutch private law, divided into books: companies in Book 2, property and limitation in Book 3, contracts and liability in Book 6, specific contracts in Book 7. As a Dutch lawyer at MAAK Advocaten in Amsterdam, I advise foreign companies on them before they sign, terminate or claim.
This guide is for foreign business owners, in-house counsel and directors facing a Dutch counterparty, BV, contract or dispute. Per book, it lists the key articles with a link to the official Dutch text.
How is the Dutch Civil Code structured?
The Dutch Civil Code is divided into books, each covering one area of private law. For business, Books 2, 3, 6 and 7 matter most. Book 10, together with EU rules such as the Rome I Regulation, decides when Dutch law applies to an international situation.
| Book | Subject (Dutch title) | Relevance for businesses |
|---|---|---|
| Book 1 | Persons and family law (Personen- en familierecht) | Rarely relevant for commercial matters |
| Book 2 | Legal persons (Rechtspersonen) | BV and NV, directors, annual accounts |
| Book 3 | Property law in general (Vermogensrecht in het algemeen) | Juristic acts, authority, retention of title, limitation periods |
| Book 4 | Law of succession (Erfrecht) | Rarely relevant for commercial matters |
| Book 5 | Real property rights (Zakelijke rechten) | Ownership, leasehold and other rights in property |
| Book 6 | General law of obligations (Algemeen gedeelte van het verbintenissenrecht) | Contracts, breach, damages, tort, general terms |
| Book 7 | Specific contracts (Bijzondere overeenkomsten) | Sale, services, agency, franchise, employment, construction |
| Book 7A | Remaining specific contracts (Boek 7A) | Partnership (maatschap) and loan for use (bruikleen) |
| Book 8 | Means of transport and transport (Verkeersmiddelen en vervoer) | Ships and aircraft; transport by sea, inland waterways, road, air and rail |
| Book 10 | Private international law (Internationaal privaatrecht) | Which law applies to companies and contracts |
The books work in layers: a general rule applies unless a more specific rule departs from it. For a domestic sale of goods, Title 1 of Book 7 (sale), Title 5 of Book 6 (contracts in general), Title 1 of Book 6 (obligations) and Title 2 of Book 3 (juristic acts) all apply at once. A single article therefore rarely answers a Dutch-law question on its own.
Where do you find the official text of the Dutch Civil Code?
The Dutch government publishes the current text of the Dutch Civil Code on wetten.overheid.nl, in Dutch, with a page per book and a permanent link per article. An English version helps you read a provision, but a Dutch court applies the Dutch wording.
The article links on this page open the version that applies today; a printed copy or old translation may be outdated. Dutch terms such as redelijkheid en billijkheid (reasonableness and fairness) or ontbinding (termination for breach) do not always match their English counterparts.
Book 2 of the Dutch Civil Code: legal persons and companies
Book 2 of the Dutch Civil Code governs legal persons such as the BV (private limited company) and the NV, including how they are formed, who manages them and when directors are personally liable.
| Article | What it regulates |
|---|---|
| article 2:3 DCC | The BV, the NV and other listed entities have legal personality. |
| article 2:8 DCC | The company and those involved in it must act towards each other with reasonableness and fairness. |
| article 2:9 DCC | Each director owes the company proper performance of their duties. |
| article 2:175 DCC | A BV is formed by notarial deed; a shareholder is not personally liable for what is done in the name of the BV. |
| article 2:216 DCC | A distribution needs board approval; if the BV cannot keep paying its due debts afterwards, directors who knew or should have foreseen this are jointly and severally liable for the shortfall. |
| article 2:239 DCC | The board manages the BV and acts in the interest of the company and its enterprise. |
| article 2:248 DCC | In bankruptcy, directors are liable to the estate for manifestly improper management that was an important cause of the bankruptcy. |
| article 2:394 DCC | The annual accounts must be filed with the Trade Register within eight days of adoption, and no later than twelve months after the financial year. |
A missed filing under article 2:394 creates a statutory presumption against the board in bankruptcy (article 2:248(2) DCC). Our guide on setting up a company in the Netherlands explains the notarial route, and the article on director liability in the Netherlands covers the personal exposure of directors. Towards third parties, a director can also be liable in tort (article 6:162 DCC).
Important: a foreign parent that wants to take cash out of its Dutch BV should check the distribution test first. If the BV cannot keep paying its due debts afterwards, directors who knew or should have foreseen this are jointly and severally liable for the shortfall under article 2:216 DCC, and a parent that knew or should have foreseen it must repay what it received. Have a Dutch corporate lawyer review the figures before the board approves.
Book 3 of the Dutch Civil Code: juristic acts, authority and limitation
Book 3 of the Dutch Civil Code contains the general rules of property law: how juristic acts such as contracts are formed, who may act on behalf of a company, how retention of title works and when claims become time-barred.
| Article | What it regulates |
|---|---|
| article 3:33 DCC | A juristic act requires an intention to create legal effect, expressed in a declaration. |
| article 3:37 DCC | Unless the law says otherwise, declarations can be made in any form, including by conduct. |
| article 3:44 DCC | A juristic act induced by threat, fraud or abuse of circumstances can be annulled. |
| article 3:61 DCC | A counterparty that reasonably assumed authority, based on your statements or conduct, can hold you to the contract. |
| article 3:92 DCC | Retention of title is valid for claims for the price of goods supplied (and related work) and for claims for breach of those contracts. |
| article 3:276 DCC | A creditor can recover a claim from all assets of the debtor. |
| article 3:307 DCC and 3:310 DCC | Claims for performance are time-barred five years after they became due; damages claims five years after you knew of the damage and the liable party, with a long-stop of twenty years in most cases. |
| article 3:317 DCC | The limitation period for a performance claim is interrupted by a written demand or an unequivocal written reservation of rights. |
Under article 3:37 DCC a contract does not need to be in writing, so emails and conduct during negotiations can already bind you. And a written demand interrupts the five-year period for a performance claim, such as an unpaid invoice; for a damages claim, only if further steps follow within six months (article 3:317(2) DCC). Whether a claim is time-barred therefore depends on the due date and every letter since. See our page on the limitation period in the Netherlands.
Important: if a Dutch customer has owed you money for several years and you are still only exchanging emails, check now whether your correspondence interrupts limitation. Article 3:317 DCC requires a written demand or an unequivocal written reservation of rights. Have a Dutch contract lawyer look at the file before the fifth anniversary of the due date.
Book 6 of the Dutch Civil Code: contracts, breach and liability
Book 6 of the Dutch Civil Code is the core of Dutch contract law: how a contract is concluded, which general terms apply, what happens on breach and when you owe damages in contract or in tort.
| Article | What it regulates |
|---|---|
| article 6:2 DCC and 6:248 DCC | Reasonableness and fairness can add obligations to a contract and, where application would be unacceptable, set a term aside. |
| article 6:74 DCC and 6:75 DCC | A party that fails to perform must pay damages, unless the failure cannot be attributed to it (force majeure). |
| article 6:82 DCC | Default usually arises after a written notice giving a reasonable period for performance. |
| article 6:119a DCC | In commercial contracts, statutory commercial interest runs from the day after the agreed payment date or, without one, from 30 days after receipt of the invoice. |
| article 6:162 DCC | Whoever commits an unlawful act (tort) that can be attributed to them must compensate the resulting damage. |
| article 6:225 DCC | If offer and acceptance refer to different general terms, the first reference prevails unless the second expressly rejects it. |
| article 6:233 DCC | A clause in general terms can be annulled if it is unreasonably onerous or the other party had no reasonable opportunity to read the terms; this does not apply between businesses not both established in the Netherlands (6:247), nor to larger companies (6:235). |
| article 6:258 DCC and 6:265 DCC | The court can amend a contract for unforeseen circumstances; any failure to perform can justify termination, unless it is minor. |
Reasonableness and fairness under article 6:248 DCC can add duties that are not in your contract, and the battle of the forms rule in article 6:225(3) can make the other side’s terms apply. Read more about general terms and conditions under Dutch law and about force majeure in the Netherlands.
Important: a supplier that stops performing does not automatically give you the right to terminate. Under article 6:265(2) DCC termination usually requires default first, and default under article 6:82 often requires a written notice with a reasonable period. Have a Dutch contract lawyer check the notice before you send it, because without default termination has no effect, and stopping your own performance may then be a breach.
Facing a Dutch contract or a counterparty in breach? Send me the contract and the correspondence, and I will tell you which articles decide your position and what I recommend next. Contact me about your Dutch contract.
Book 7 of the Dutch Civil Code: specific contracts
Book 7 of the Dutch Civil Code regulates specific contracts, such as sale, services, commercial agency, franchise, employment and construction. Its rules apply on top of Book 6, and some cannot be set aside by contract.
| Article | What it regulates |
|---|---|
| article 7:1 DCC | Sale: one party undertakes to deliver goods, the other to pay a price in money. |
| article 7:17 DCC | Delivered goods must conform to the contract and have the properties the buyer was entitled to expect. |
| article 7:23 DCC | The buyer must notify non-conformity within a reasonable time after it discovered, or reasonably should have discovered, the defect; claims are time-barred two years after that notice. |
| article 7:400 DCC | A contract for services (opdracht) covers work other than employment, construction, storage, publishing or transport. |
| article 7:428 DCC | A commercial agent negotiates, and possibly concludes, contracts for a principal, for remuneration and without being subordinate to it. |
| article 7:437 DCC | If no notice period has been agreed, notice of termination of an agency contract for an indefinite period is four months, plus one month after three years and two months after six years. |
| article 7:442 DCC | Goodwill indemnity for the agent: at most one year’s remuneration (average of the last five years), lost unless the agent notifies the principal within one year after the contract ends. |
| article 7:750 DCC | A construction contract (aanneming van werk) obliges the contractor to build and deliver a physical work for a price. |
Book 7 also covers lease, employment (article 7:610 DCC), franchise, suretyship, settlement agreements and insurance. For a foreign principal, the agency rules matter most: the minimum notice periods in article 7:437(2) cannot be shortened by contract, and the goodwill indemnity of article 7:442 follows from the law itself. See our guide on the goodwill indemnity for commercial agents in the Netherlands. For an international sale of goods, the CISG often applies instead of Title 1: see our page on the UN Convention on Contracts for the International Sale of Goods (CISG).
Does the Dutch Civil Code apply to your international contract?
The Dutch Civil Code applies to an international contract only if Dutch law governs it. Before a Dutch court, the Rome I Regulation decides which law applies, and its starting point is that a contract is governed by the law chosen by the parties.
That rule is in Article 3(1) of Regulation (EC) No 593/2008 (Rome I). Book 10 contains the Dutch rules of private international law: for contractual obligations outside the scope of Rome I, the rules of Rome I apply by analogy (article 10:154 DCC), and a company with its seat in the state under whose law it was incorporated is governed by that law (article 10:118 DCC). A Dutch BV is therefore governed by Book 2, even with a foreign parent. A choice of Dutch law brings the Dutch Civil Code with it, including rules a contract cannot exclude. For an international sale of goods, it often also brings the CISG, which replaces the Book 7 sales rules on the matters it covers unless the contract excludes it (Articles 1 and 6 CISG).
What should you do when a Dutch counterparty invokes the Dutch Civil Code?
When a Dutch counterparty sends a notice of default, terminates or claims damages, secure your position first and respond second. Deadlines may be running, and a court may later read your first letter.
- Collect the contract, the general terms and all correspondence.
- Check which law and which court the contract chooses.
- Note every date: delivery, discovery of a defect, invoices, notices.
- Do not admit liability or terminate in return yet.
- Have a Dutch lawyer assess the claim and your reply.
A buyer who complains too late loses its rights under article 7:23 DCC (or Article 39 CISG in an international sale), and a notice of default under article 6:82 puts you in default if you do not perform within the period it sets.
Example: what if a Dutch buyer rejects your machines?
Suppose a foreign manufacturer sells machines to a Dutch buyer. Its quotation refers to its own general terms; the buyer’s purchase order refers to the buyer’s. Months later, the buyer complains about defects, withholds payment and threatens to terminate.
First check whether the CISG applies: for a sale of goods between parties in different states it often does, even under a choice of Dutch law, unless the contract excludes it (Articles 1 and 6 CISG). Its rules on formation (Article 19) and on notice of defects (Article 39: at the latest two years after handover) then replace articles 6:225(3) and 7:23 DCC.
If the CISG is excluded, three questions decide the case: whose terms apply (article 6:225(3) DCC), whether the buyer complained in time and the machines conform (articles 7:23 and 7:17 DCC), and whether the exclusion of liability is unacceptable under reasonableness and fairness (article 6:248(2) DCC). Article 6:233 does not help the buyer, as the parties are not both established in the Netherlands (article 6:247(2) DCC). Meanwhile, statutory commercial interest may be running (article 6:119a DCC).
When do you need a Dutch lawyer?
You need a Dutch lawyer when your contract, company or dispute is governed by Dutch law and something is at stake: a signature, a termination, a claim or a deadline.
The moments that matter most are before signing, before terminating and before replying to a claim. I recommend bringing in a Dutch lawyer early and with a clear question, because the wording of a clause or letter can then still be changed.
How does MAAK Advocaten work with foreign companies?
At MAAK Advocaten, I advise and represent foreign companies on Dutch contract law, corporate law and commercial disputes. I start with your commercial goal, such as keeping the deal, getting paid or limiting damage, and then turn to the contract and the Code.
I first read the contract, the general terms and the correspondence, list the running deadlines and tell you where you stand. Where needed, I write to the counterparty, negotiate or start proceedings: summary proceedings (kort geding) or proceedings on the merits, in first instance and on appeal, or arbitration where agreed. A commercial settlement can be the best result. More on our practice: commercial contracts lawyer under Dutch law.
Do you have a question about the Dutch Civil Code in your own contract, company or dispute? Send me the documents and your question, and I will tell you which rules apply and what I would do next. Contact me to discuss your case.
Frequently asked questions about the Dutch Civil Code
Is the Dutch Civil Code available in English?
Not as an authentic text. The Dutch Civil Code is enacted and published in Dutch, on wetten.overheid.nl. Private English translations exist, but a Dutch court applies the Dutch wording, so check any translation against the current Dutch article.
Is there a Dutch Civil Code pdf?
On wetten.overheid.nl, each book of the Dutch Civil Code can be printed in full or per part, and exported as XML, TXT or RTF. Printing to PDF from your browser gives you the version that applies on that date.
Which book of the Dutch Civil Code governs contracts?
Book 6 contains the general rules on obligations and contracts: breach and damages (article 6:74 DCC onwards) and formation, general terms and termination (article 6:213 DCC onwards). Book 7 adds rules for specific contracts, such as sale, services, commercial agency, franchise and construction.
Is Dutch law based on common law?
No. The Netherlands has a civil law system in which the main rules are laid down in codes such as the Dutch Civil Code. Judgments, in particular of the Supreme Court (Hoge Raad), guide interpretation, but there is no common law doctrine of binding precedent. Read more about how Dutch and English contract law differ.
When should a foreign company involve a Dutch lawyer?
Before signing or terminating a contract governed by Dutch law, and as soon as a Dutch counterparty claims or sends a notice of default, because the outcome then depends on the wording and the dates of each letter. MAAK Advocaten in Amsterdam advises and litigates for foreign companies under Dutch law.
Primary sources
- Dutch Civil Code, Book 2: article 2:3, 2:8, 2:9, 2:175, 2:216, 2:239, 2:248 and 2:394
- Dutch Civil Code, Book 3: article 3:33, 3:37, 3:44, 3:61, 3:92, 3:276, 3:307, 3:310 and 3:317
- Dutch Civil Code, Book 6: article 6:2, 6:74, 6:75, 6:82, 6:119a, 6:162, 6:213, 6:225, 6:233, 6:235, 6:247, 6:248, 6:258 and 6:265
- Dutch Civil Code, Book 7: article 7:1, 7:17, 7:23, 7:400, 7:428, 7:437, 7:442, 7:610 and 7:750
- Dutch Civil Code, Book 10: article 10:118 and 10:154
- Regulation (EC) No 593/2008 on the law applicable to contractual obligations (Rome I), Article 3
- United Nations Convention on Contracts for the International Sale of Goods (CISG), Articles 1, 6, 19 and 39
