Dutch corporate law governs how a Dutch company is set up, managed and owned: the rules for the BV and NV, the powers of directors and shareholders, liability, disputes and the sale of a company. Most of it is in Book 2 of the Dutch Civil Code. Whether you are setting up a Dutch subsidiary, removing a director or buying a company, get advice before the decision is taken.
MAAK Advocaten in Amsterdam advises foreign groups, investors, shareholders and directors on Dutch companies, in English. The pages in this section each answer one question; the overview below takes you to the right one.
What is a Dutch BV?
The BV (besloten vennootschap) is a legal entity with a capital divided into one or more transferable registered shares. A shareholder is not personally liable for what is done in the name of the company (Article 2:175(1) Dutch Civil Code). It is set up by notarial deed (Article 2:175(2)).
Foreign companies often use a BV for their Dutch subsidiary. See setting up a Dutch BV and articles of association under Dutch law.
Which page answers your question?
| Your situation | Page |
|---|---|
| You want to set up a company or subsidiary in the Netherlands | Setting up a Dutch BV; Registration of a company |
| You need to know how decisions are taken in a Dutch company | The shareholders’ meeting; Management in the Netherlands |
| You want to remove or appoint a director | Dismissal of a director under Dutch law |
| A director may be personally liable | Director’s liability under Dutch law |
| You are buying or selling a Dutch company | Mergers and acquisitions; Takeover of a Dutch company |
| You have a conflict with a co-shareholder | Shareholder disputes; Shareholder buyout |
| You want to lay down arrangements between shareholders | Shareholders’ agreement |
| You cooperate with a Dutch partner | Joint venture with a Dutch company |
Who manages a Dutch company?
The management board, subject to limitations in the articles of association (Article 2:239(1) Dutch Civil Code). In performing their duties, directors must act in the interest of the company and its business (Article 2:239(5)); a director with a conflicting personal interest may not take part in the decision (Article 2:239(6)).
The articles can require the board to follow instructions from another body, such as the general meeting, unless those instructions conflict with the interest of the company (Article 2:239(4)). That makes the BV a practical vehicle for a group subsidiary. See conflict of interest in a Dutch company.
When is a director personally liable?
Towards the company, each director must perform his duties properly and is liable for improper management, unless he is not seriously to blame and was not negligent in taking measures (Article 2:9 Dutch Civil Code). In bankruptcy, directors are jointly and severally liable to the estate if the board manifestly performed its duties improperly and this is likely an important cause of the bankruptcy (Article 2:248(1)).
Failing to keep proper accounts or to publish the annual accounts creates a presumption against the directors (Article 2:248(2)). Read more on the liability of a director of a Dutch company.
How are shareholder disputes settled?
Through the statutory dispute settlement rules, an inquiry before the Enterprise Chamber, or what the parties agreed in the articles or a shareholders’ agreement. Shareholders holding at least one third of the issued capital can ask the Enterprise Chamber to order a shareholder whose conduct harms the company to transfer his shares (Article 2:336a Dutch Civil Code). A shareholder whose position has become untenable because of his co-shareholders’ conduct can ask to be bought out (Article 2:343).
An inquiry into the policy and conduct of affairs of a company is ordered by the Enterprise Chamber of the Amsterdam Court of Appeal (Article 2:345). See the Enterprise Chamber of Amsterdam and dispute resolution mechanisms in a shareholders’ agreement.
When should you involve a Dutch corporate lawyer?
Before a decision with legal consequences is taken: setting up a company, adopting articles, appointing or dismissing a director, signing a shareholders’ agreement or an acquisition agreement. In a conflict, early advice keeps options open that disappear once positions harden.
MAAK Advocaten advises and litigates on Dutch corporate law for foreign and Dutch clients, before the district courts, the Enterprise Chamber and in arbitration. Contact our corporate lawyers in the Netherlands to discuss your situation, or read about corporate litigation in the Netherlands.
Primary sources
Dutch statutes are only officially available in Dutch, on wetten.overheid.nl. Judgments can be found on rechtspraak.nl by their ECLI number. Legal position checked on 28 October 2026.
- Dutch Civil Code (Burgerlijk Wetboek), Book 2: Article 2:9, Article 2:175, Article 2:239, Article 2:248, Article 2:336a, Article 2:343, Article 2:345
Contact
Contact one of our lawyers.
Lawyers for this area:
Practice areas
- Specialisme →
- Specialisme →
- Specialisme →
- Specialisme →
- Specialisme →
- Specialisme →
- Specialisme →
- Specialisme →
- Specialisme →
- Specialisme →
Blogs about Corporate law Netherlands
A statutory director of a Dutch BV or NV can be dismissed at any time by the body that appointed him, usually the general meeting of shareholders (Articles 2:244 and 2:134 Dutch Civil Code). A valid dismissal resolution in principle
A management agreement under Dutch law is a contract in which a company engages a director or manager — usually through a management BV — to run part of its business as an independent assignment rather than as an employee.
When facing a shareholder dispute in the Netherlands, you can choose between the statutory dispute resolution (squeeze-out or exit via Article 2:336 or 2:343 Dutch Civil Code), a contractual arrangement from your shareholders’ agreement, or the buy-out procedure with 95%
A cooperation agreement (samenwerkingsovereenkomst) is a contract in which parties agree to work towards a shared goal. Dutch law has no separate statute for it. If you bring something into a common pool to share the profit, it can be
A 403 declaration is a statement by which a Dutch parent company accepts joint and several liability for the debts of a group subsidiary, in return for which that subsidiary is exempt from preparing and publishing its own annual accounts.
A dispute resolution mechanism is the part of a shareholders’ agreement that sets out how conflicts between shareholders are resolved, step by step: consultation, mediation and then binding advice, arbitration or the courts. Under Dutch law, you can agree on
A shareholder buyout in the Netherlands is either agreed, often under the articles or a shareholders’ agreement, or court-ordered. The statutory grounds are a squeeze-out by a shareholder holding at least 95% (Article 2:201a Dutch Civil Code for a BV;
Foreigners can start a business in the Netherlands. Many choose a BV, which is set up by notarial deed and needs no minimum capital (articles 2:175(2) and 2:178(1) Dutch Civil Code), or a sole proprietorship. A business established in the
What is director and supervisory board liability in the Netherlands? Under Dutch law, a director of a BV or NV is not liable for the company’s debts as such. Liability requires a specific ground: serious blame towards the company (Article