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Mergers and acquisitions in the Netherlands are usually structured as a share deal, an asset deal or a legal merger. Each has its own Dutch formalities: a notarial deed for the transfer of shares in a BV, separate transfers and the automatic transfer of employees in an asset deal, and a public merger proposal with a creditor objection period in a legal merger. Get advice on the structure before you sign a letter of intent.
This page is for foreign buyers, sellers, private equity investors and family companies involved in the purchase or sale of a Dutch business. You will read how the main transaction structures work, what a share purchase agreement under Dutch law must cover, which approvals and consultations apply, and how to manage the risks found in due diligence. For the takeover of a Dutch company from the target’s perspective, see our page on the takeover of a Dutch company.
Three: a share deal (the buyer acquires the shares in the company that runs the business), an asset deal (the buyer acquires the business assets, contracts and employees) and a legal merger (one company acquires the assets and liabilities of another under universal title). The choice affects the formalities, the transfer of liabilities and the role of employees.
| Share deal | Asset deal | Legal merger | |
|---|---|---|---|
| What transfers | The shares; the company keeps its assets, contracts and liabilities | Selected assets and contracts | All assets and liabilities, by operation of law |
| Main formality | Notarial deed of transfer (Article 2:196 Dutch Civil Code) | Transfer per asset; contracts need the counterparty’s cooperation (Article 6:159) | Merger proposal, filing, creditor objection period, notarial deed (Articles 2:314-2:318) |
| Employees | Employment contracts stay with the company | Transfer by law if an undertaking transfers (Articles 7:662-7:663) | Transfer with the merging company |
| Typical use | Most acquisitions of private companies | Carve-outs, purchase from insolvency, selective acquisitions | Integration within a group or after an acquisition |
By a notarial deed executed before a civil-law notary established in the Netherlands, to which the parties involved are party (Article 2:196(1) Dutch Civil Code). A signed share purchase agreement alone does not transfer the shares; it obliges the parties to execute the deed at closing.
Unless the articles of association provide otherwise, a shareholder who wants to sell must first offer the shares to the other shareholders in proportion to their holdings (Article 2:195(1) Dutch Civil Code). Check the articles and any shareholders’ agreement for such transfer restrictions, drag-along or tag-along rights, and pledges on the shares before you agree a timetable. See a right of pledge on shares in a Dutch BV.
If the asset deal results in the transfer of an economic entity that retains its identity, the employees transfer to the buyer by operation of law, with their rights and obligations under their employment contracts (Article 7:662 and Article 7:663 Dutch Civil Code).
For one year after the transfer the seller remains jointly and severally liable with the buyer for obligations that arose before the transfer (Article 7:663). Buyers sometimes assume that an asset deal lets them choose which staff to take over; under Dutch law that is generally not the case once an undertaking transfers.
In a legal merger, one legal entity acquires the assets of another under universal title, or a new legal entity acquires the assets of both (Article 2:309 Dutch Civil Code). The disappearing entity ceases to exist and its shareholders in principle become shareholders of the acquiring entity (Article 2:311).
Each merging entity files the merger proposal and the required financial statements with the Trade Register and announces the filing in a national newspaper (Article 2:314). For one month after that announcement, creditors can oppose the merger in court and ask for security (Article 2:316). The merger is effected by notarial deed, which must be executed within six months after the announcement, and takes effect on the day after the deed (Article 2:318).
At least the price and price mechanism, the conditions for closing, the warranties and specific indemnities, the limitations on the seller’s liability, the conduct of business between signing and closing, and the governing law and forum. Dutch law contains few default rules designed for share purchases, so the contract must be complete.
Dutch courts interpret a share purchase agreement by what the parties could reasonably understand and expect. In a detailed, negotiated SPA with an entire agreement clause, the most obvious linguistic meaning of the words is the starting point (HR 19 January 2007, ECLI:NL:HR:2007:AZ3178 (Meyer Europe/PontMeyer)).
Preparing an offer for a Dutch company? Have a Dutch corporate lawyer structure the deal and draft the SPA before you are bound by exclusivity in a letter of intent.
There is no statutory duty to carry out due diligence, but a buyer that does not investigate may find it harder to claim later that it was misled or that the company did not meet its expectations (Article 6:228 Dutch Civil Code). The SPA then determines what the seller warrants and how disclosed information affects claims.
A legal due diligence typically covers the corporate structure and share register, material contracts and change-of-control clauses, employment and pensions, real estate, intellectual property, permits, litigation and compliance. Protect confidential information with an NDA before the data room opens; see an NDA under Dutch law.
Depending on the deal: merger control by the Netherlands Authority for Consumers and Markets (ACM), the investment screening regime for vital providers and sensitive technology, and advice from the works council. Missing one of these can delay or block closing.
With equity, acquisition debt, a vendor loan from the seller or an earn-out, often combined. Lenders usually require security over the acquired shares and assets, and the seller of a vendor loan may want a pledge on the shares.
A management buy-out, where the existing management acquires the business, raises its own issues on financing and conflicts of interest; see a management buy-out under Dutch law. If the buyer does not acquire 100%, the relationship with the remaining shareholders should be laid down in a shareholders’ agreement.
Suppose a German machine builder agrees to buy all shares in its Dutch component supplier, a BV with 80 employees and a works council. Due diligence shows a customer contract with a change-of-control clause and a pending product liability claim.
The parties sign an SPA with closing conditions: consent of the main customer and the works council’s advice. The pending claim is covered by a specific indemnity, outside the general cap. The combined turnover of the buyer and the target is below the thresholds of Article 29 of the Competition Act, so no ACM notification is needed, and the target is not a vital provider or active in sensitive technology. At closing, the notary executes the deed of transfer of the shares under Article 2:196 and the company records the transfer in its shareholders’ register. Had the parties chosen an asset deal instead, the employees working in the transferred business would still have transferred by law under Article 7:663, provided the business kept its identity, and every customer contract would have needed the customer’s cooperation.
Before you sign a letter of intent or exclusivity agreement, because the structure, the timetable and the approvals are largely fixed at that stage. A seller should prepare its own vendor documentation and data room before approaching buyers.
MAAK Advocaten in Amsterdam advises foreign buyers, sellers and investors on acquisitions and sales of Dutch companies, from the letter of intent and due diligence to the SPA, the notarial transfer and post-closing disputes. See also a joint venture with a Dutch company and our overview of corporate law in the Netherlands.
Yes. The transfer of shares in a Dutch BV requires a notarial deed executed before a civil-law notary established in the Netherlands (Article 2:196(1) Dutch Civil Code). The share purchase agreement itself can be signed without a notary.
Yes, if an economic entity that retains its identity transfers. The employment contracts then pass to the buyer by operation of law (Articles 7:662 and 7:663 Dutch Civil Code).
If the combined turnover of the undertakings concerned exceeded EUR 150 million in the previous year and at least two of them each achieved at least EUR 30 million in the Netherlands (Article 29(1) Dutch Competition Act). Completion must wait four weeks after notification (Article 34), and longer if the ACM decides that a licence is required (Articles 37 and 41).
They can oppose the merger proposal in court within one month after the filing was announced and ask for security (Article 2:316 Dutch Civil Code). The merger deed may then only be executed once the opposition is withdrawn or lifted.
The works council has a right of advice on an intended decision of the entity that runs the enterprise to transfer control of it (Article 25(1)(a) Works Councils Act). In a share sale, check at the outset which entity takes the decision and which works council must therefore be consulted.
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.
