Due diligence in the Netherlands: buying a Dutch company

Published on 6 October 2026 · Last updated 10 November 2026

Due diligence in the Netherlands is the buyer’s investigation of a Dutch company before it signs the share purchase agreement (SPA). Dutch law does not require it, but what you found, or could have found, affects your position if problems surface after closing. At MAAK Advocaten in Amsterdam, we carry out legal due diligence for foreign buyers of Dutch companies and turn the findings into the SPA.

This article is for companies abroad that are buying a Dutch private limited company (besloten vennootschap, BV) or its business. For the transaction as a whole, see our pages on mergers and acquisitions in the Netherlands and the takeover of a Dutch company. Due diligence here means the investigation before an acquisition, not the supply-chain due diligence required by EU sustainability rules.

What does legal due diligence on a Dutch company cover?

Legal due diligence on a Dutch company checks who owns the shares, what the company may and must do, and which contracts, employees, assets and disputes come with it. Financial and tax due diligence are separate workstreams for accountants and tax advisers.

A BV is a legal entity whose capital is divided into registered shares (Article 2:175 Dutch Civil Code). Its shares can only be issued or transferred by a deed executed before a civil-law notary in the Netherlands (Article 2:196 Dutch Civil Code). That gives the investigation a clear starting point: the chain of notarial deeds from incorporation to today.

Area	What a buyer checks	Dutch source
Shares and title	Notarial deeds of issue and transfer, shareholders’ register, pledges	Articles 2:194 and 2:196 DCC
Company data	Directors, authority to represent, filed annual accounts	Commercial Register (Articles 21 and 25 Trade Register Act)
Ultimate owners	Who holds the economic interest behind the shareholders	UBO register, with restricted access (Article 22a Trade Register Act)
Real estate	Ownership, mortgages, attachments	Land Registry (Kadaster; Article 3:16 DCC)
Contracts and staff	Change-of-control clauses, key employees, works council, disputes	Data room and seller’s answers

Which of these areas deserves the most attention depends on why you are buying: the customers, the people, the technology or a licence. That is a choice we make with you at the start, not a standard list.

Which Dutch public registers can a foreign buyer check itself?

Anyone can inspect the Dutch Commercial Register (handelsregister) and the Land Registry. The shareholders’ register of a BV is not public, and the UBO register is only open to specific parties. For both, a buyer depends on the seller.

Most data in the Commercial Register, and the documents filed there, can be inspected by anyone. Data and documents on ultimate beneficial owners are excluded (Article 21 Trade Register Act 2007). The register also protects you. A company that registered incorrect or incomplete data cannot rely on that against an unaware third party (Article 25(3) Trade Register Act 2007). UBO data are excluded from that protection (Article 25(4)(d)).

Access to the UBO register is limited to institutions with anti-money-laundering or sanctions-compliance duties. On request, designated categories with a demonstrable legitimate interest linked to preventing money laundering or terrorist financing can also inspect it (Article 22a Trade Register Act 2007). A buyer will have to ask the seller for the ownership structure. The target company itself can obtain a copy of its own UBO data from the Chamber of Commerce (Article 22(8) Trade Register Act 2007). The shareholders’ register is kept by the board and is open for inspection to shareholders and certain other holders of rights. Apart from data on shares that are not fully paid up, outsiders cannot inspect it (Article 2:194 Dutch Civil Code). Real estate is checked in the public registers kept for registered property (Article 3:16 Dutch Civil Code).

Does a buyer have a duty to investigate under Dutch law?

There is no statutory duty to carry out due diligence. Yet if a buyer later claims it was mistaken, a Dutch court weighs what it investigated against what the seller should have disclosed.

A contract concluded under a mistake (dwaling) that would not have been concluded had the facts been correctly understood can be annulled on several grounds. One is that the other party should have informed the mistaken party, given what it knew or ought to have known (Article 6:228(1)(b) Dutch Civil Code). Annulment is excluded if the mistake should remain for the buyer’s own account. That depends on the nature of the contract, common opinion or the circumstances (Article 6:228(2)).

In a case about the sale of shares in a BV, the Dutch Supreme Court ruled on a claim of mistake. A party which should have provided certain information before the contract was concluded can, in general, not defend itself by arguing that the other party has itself to blame. The Court added that a buyer’s neglect of its duty to investigate does not rule out a duty to inform on the seller’s side (Dutch Supreme Court 16 June 2000, ECLI:NL:HR:2000:AA6237). In a later case about the sale of a house, the Supreme Court held that damages for breach of a duty to inform can be reduced. That applies if the buyer’s own lack of investigation contributed (Dutch Supreme Court 16 December 2016, ECLI:NL:HR:2016:2885; Article 6:101 Dutch Civil Code).

Due diligence therefore cuts both ways. It protects you, but what you learn can also count against you. How the buyer’s knowledge affects warranty claims is explained in our article on the disclosure letter in Dutch M&A. Whether a finding in your case moves risk to you depends on the SPA and on what was asked and answered in the data room.

About to open the data room of a Dutch target? Send us the letter of intent and the index through our page for a Dutch corporate lawyer. We will tell you where the legal review should focus.

What may a seller share about employees in a Dutch data room?

A seller may share personal data of employees only on a lawful basis and only as far as necessary for the buyer’s assessment. Health data and other special categories are in principle off limits.

Under the General Data Protection Regulation, personal data must be limited to what is necessary for the purpose (Article 5(1)(c) GDPR). Disclosure to a prospective buyer needs a legal basis. One such basis is the legitimate interests of the controller or a third party, unless the employees’ interests override them (Article 6(1)(f) GDPR). Processing of data concerning health is prohibited unless one of the exceptions in Article 9(2) GDPR applies (Article 9(1) GDPR).

We advise starting with anonymised or aggregated staff data and sharing named contracts of key employees only later, with a smaller group. Protect the whole exchange with a non-disclosure agreement before the data room opens. See our page on the NDA under Dutch law. Exactly what can be shared, and when, depends on the stage of the deal and the role of each recipient.

Red flag or full due diligence: what does a foreign buyer need?

A red flag due diligence reports only the issues that affect price, structure or the decision to buy. A full due diligence describes every area in detail. Which one fits depends on the size of the deal, the sector and what your lender requires.

Dutch law does not prescribe a scope. It does matter afterwards. What a buyer could reasonably have discovered may count when a court decides whether a mistake remains for its own account (Article 6:228(2) Dutch Civil Code).

We start from your reason for buying. If the value lies in customer contracts, we read those contracts and their change-of-control clauses closely. If it lies in software or know-how, we check whether the rights really sit with the company. The basics always follow: title to the shares, the registers, disputes and permits. What we find, we report per risk with a proposal for the SPA, rather than as a long description of the company.

What do you do with the due diligence findings?

Findings go into the SPA. A known risk with a measurable cost can be priced in or covered by a specific indemnity. Unknown risks can be covered by warranties. Anything that must be fixed first can become a condition for closing.

A condition precedent (opschortende voorwaarde) means that an obligation only takes effect once the event occurs (Article 6:22 Dutch Civil Code). An example is consent from a major customer.

Finding	Possible answer in the SPA
Known claim or liability with a measurable cost	Price reduction or specific indemnity
Risk that cannot be measured yet	Warranty, read together with the disclosure letter
Major contract with a change-of-control clause	Counterparty consent as a condition for closing
Broken chain of title to the shares	Repair before closing, or walk away

How warranties and indemnities work under Dutch law is set out in our article on warranties and indemnities under Dutch contract law. Events between signing and closing are a separate risk; see our article on the MAC clause under Dutch law. Which answer suits a finding depends on its size, its likelihood and your negotiating position.

Practical example: a gap in the chain of title

This is an illustration, not a real case. A German manufacturer agrees in a letter of intent to buy all shares in a Dutch distributor. The Commercial Register extract looks fine. In the data room, the shareholders’ register shows a transfer between the founders years ago, but no notarial deed for it can be found. The staff list also contains sick-leave notes.

Article 2:196 of the Dutch Civil Code requires a notarial deed for a transfer of BV shares. For an older transfer, we check the rule that applied at the time. In this situation we would ask the seller to repair the chain of title as a condition for closing. We would also add a specific warranty on title. Next, we would ask for the staff list to be replaced by an anonymised version without health data. Key-employee contracts would follow later, shared with a limited group.

When should you instruct a Dutch lawyer for due diligence?

Instruct a Dutch lawyer before you sign the letter of intent, because it fixes exclusivity, timing and access to information. At the latest, do so before the data room opens and the questions are sent.

The share transfer itself is executed by deed before a notary in the Netherlands (Article 2:196 Dutch Civil Code). The Dutch side of the deal therefore has to be ready in time. We work alongside your in-house counsel, your lawyers at home and your financial advisers, in English.

How does MAAK Advocaten handle due diligence for foreign buyers?

We handle legal due diligence for foreign buyers in fixed steps, from scoping to the SPA, so that you know what comes next:

1. We agree the scope with you, based on why you are buying.
2. We check the Dutch registers and the chain of title (Article 2:196 DCC), and review the data room.
3. We draft the questions for the seller and follow up on the answers.
4. We report per risk, with a proposal for the SPA, and negotiate it with you.

If a dispute about a warranty or a mistake arises after closing, we act for you. We do so in negotiations and in proceedings at first instance and on appeal.

Frequently asked questions about due diligence in the Netherlands

Is due diligence mandatory when buying a Dutch company?

No. Dutch law does not require it. A buyer that did not investigate may find that a mistake remains for its own account under Article 6:228(2) of the Dutch Civil Code. Under Dutch Supreme Court case law, however, a seller that should have informed the buyer generally cannot rely on the buyer’s lack of investigation to defeat a claim of mistake. A lack of investigation can still reduce any damages (Article 6:101 Dutch Civil Code).

Can I check online who owns the shares in a Dutch BV?

Not fully. The Commercial Register is public, but the shareholders’ register of a BV is kept by its board. Apart from data on shares not fully paid up, it is not open to outsiders under Article 2:194 of the Dutch Civil Code. Title to the shares follows from the chain of notarial deeds, which you should request from the seller.

Can a buyer consult the Dutch UBO register?

As a rule, no. Under Article 22a of the Trade Register Act 2007, UBO data can be inspected by institutions with anti-money-laundering or sanctions-compliance duties. On request, designated parties with a legitimate interest linked to preventing money laundering can also inspect them. Ask the seller to disclose the ownership structure; the target company can obtain a copy of its own UBO data.

Can a seller share employee files in the data room?

Only as far as necessary and on a lawful basis under Articles 5 and 6 of the GDPR. Health data fall under the prohibition in Article 9(1) GDPR. We advise starting with anonymised staff data and sharing key-employee contracts later with a smaller group.

When should I involve a Dutch lawyer in due diligence?

Before you sign the letter of intent, and at the latest before the data room opens. Which findings matter and how they should be covered in the SPA needs a legal assessment. At MAAK Advocaten in Amsterdam we make that assessment for foreign buyers of Dutch companies.

Primary sources

• Article 2:175 Dutch Civil Code: the BV and its registered shares
• Article 2:194 Dutch Civil Code: shareholders’ register
• Article 2:196 Dutch Civil Code: issue and transfer of shares by notarial deed
• Article 3:16 Dutch Civil Code: public registers for registered property
• Article 6:22 Dutch Civil Code: conditions precedent and subsequent
• Article 6:101 Dutch Civil Code: contributory fault
• Article 6:228 Dutch Civil Code: mistake
• Article 21 Trade Register Act 2007: public inspection of the Commercial Register
• Article 22 Trade Register Act 2007: extracts and copies, including a company’s own UBO data
• Article 22a Trade Register Act 2007: access to UBO data
• Article 25 Trade Register Act 2007: effect of registration towards third parties
• Regulation (EU) 2016/679 (GDPR), Articles 5, 6 and 9: data minimisation, lawful basis, special categories
• Dutch Supreme Court 16 June 2000, ECLI:NL:HR:2000:AA6237: duty to inform and duty to investigate in a share sale
• Dutch Supreme Court 16 December 2016, ECLI:NL:HR:2016:2885: reduction of damages for lack of investigation by the buyer

Buying a Dutch company and preparing for due diligence? Put your deal to us: call +31 20 210 31 38 or send your question through our page for a Dutch corporate lawyer.