Corporate law forms the legal heart of every business. Whether you are incorporating a BV, drafting a shareholders' agreement or involved in a shareholder dispute, corporate law defines the legal framework within which you can grow and protect your company.
As a lawyer for entrepreneurs in Amsterdam, we see every day that a solid legal foundation makes the difference between a business that thrives and one that gets stuck in conflicts. Incorporating a BV with the right articles of association and holding structure prevents tax surprises and protects your personal assets. A well-drafted shareholders' agreement regulates decision-making, profit distribution, exit arrangements and deadlock procedures, making it clear what happens when shareholders cannot reach agreement.
When a conflict between shareholders does escalate, corporate law offers several routes to resolution. The statutory dispute resolution procedure allows exit or expulsion through the courts, while the Enterprise Chamber of the Amsterdam Court of Appeal can intervene in cases of mismanagement or board crises through inquiry proceedings. Director liability also plays an important role: a director can be held personally liable for seriously reproachable conduct, which is both a risk and a tool in disputes.
For mergers and acquisitions, knowledge of corporate law is indispensable. The choice between a share deal and an asset deal has far-reaching consequences for liability, tax and contract transfer. Warranties, indemnities and good leaver / bad leaver provisions determine the risk allocation between buyer and seller.
On this page you will find all our practical blogs on corporate law. The articles cover current developments, case law and practical tips for entrepreneurs. Looking for specific advice on one of the sub-areas? Check the related services below, or contact us for personal advice.
Why are you closing your business? The decision to put an end to your company is often the result of a careful process. Sometimes market conditions or disappointing figures force you into this choice,...
Wat is een earn-out en hoe werkt die? When selling your business, the purchase price is often a point of contention. If you and the buyer cannot agree on the value, an earn-out can offer a solution by...
What is a Share Purchase Agreement (SPA)? A Share Purchase Agreement, often referred to as an SPA, serves as the legal foundation for your business acquisition. In this contract, you formalize all agr...
What is a letter of intent (LOI)? A letter of intent (LOI) marks the formal start of the acquisition process. It is a preliminary document in which you and the other party set out the framework and ba...
What legal aspects are involved in a business acquisition? When acquiring or selling a company, you enter a complex legal landscape where the structure of the deal is of vital importance. You will dea...
VOF, maatschap en CV: what are the differences? In Dutch business law, the general partnership (VOF), the professional partnership (maatschap), and the limited partnership (CV) are popular forms of co...
What is a hostile demerger? A hostile demerger, or 'ruziesplitsing' in Dutch practice, refers to the legal splitting of a company due to irreconcilable differences between shareholders or partners. In...
When do you address a statutory director? Dismissing a statutory director is a significant event for any organization. When the collaboration deteriorates, you as a shareholder or fellow director want...
How does a shareholder dispute arise? A shareholder dispute rarely arises out of nowhere. Often, you will see that fundamentally different views on the company's strategy lead to a stalemate or 'deadl...
What is an offer arrangement and when does it apply? An offer arrangement forms the core of the agreements between shareholders in a private limited company. When a shareholder decides to sell their s...
What is a shareholders' agreement and why do you sign one? A shareholders' agreement is a private contract between the shareholders of a company. While the articles of association primarily establish...
What is a letter of intent and why do you use one during an acquisition? A letter of intent (LOI) serves as a preliminary document drafted by both the buying and selling parties during the initial sta...
Dividend distributions and the repayment obligation: when does it go wrong? Your business is performing well, results are positive, and you decide as a shareholder to distribute a dividend. It feels l...
Acquisition with an earn-out: bridge between buyer and seller When selling your business, everything revolves around value. While you, as a seller, want to fully realize the value of your life's work,...
Outstanding invoices, payment plans, and new assignments Imagine: a supplier stops work because your company is not paying its invoices. To maintain the relationship and finish the project, you agree...
Dismissing a statutory director: two tracks, many pitfalls As a shareholder, dismissing a statutory director often seems like a straightforward decision: a formality in the general meeting. However, t...
Imagine: you and a partner have started a 50/50 joint venture. The plans were ambitious and trust was high. However, over time, the relationship turns sour. Fundamental disagreements arise regarding t...
Imagine this: after an intense acquisition process, you find yourself as a minority shareholder in a deep conflict with your fellow shareholders over the company's direction. Suddenly, you receive a f...
In the recent case from the Amsterdam Court of Appeal (ECLI:NL:GHAMS:2026:1603), significant legal insights are shared regarding the expulsion of shareholders in business. This case, stemming from the...
The dual legal relationship of the DGA: a source of conflict Many entrepreneurs manage their company through a personal holding company (BV). The structure is familiar: the holding BV is appointed as...
A settlement is not a blank cheque for immediate enforcement Imagine: after a difficult share transaction, you finally reach a settlement with your former business partner. The terms are recorded in t...
The filing obligation: an administrative formality that can cost you dearly as a director Many directors regard the annual filing of financial statements as an administrative formality. A mistake. The...
Turbo liquidation: quick and easy dissolution — but not without risk Turbo liquidation has long been a popular way to dissolve an empty private company (BV) quickly and cheaply. The principle is simpl...
Veto rights in shareholders' agreements: not always enforceable A veto right in a shareholders' agreement gives a minority shareholder or investor considerable power: certain resolutions cannot be pas...
Right of inquiry and authority to represent: an overlooked admissibility requirement Anyone wishing to file an inquiry request with the Enterprise Chamber (Ondernemingskamer, OK) must not only be enti...
Passively watching losses mount: a costly mistake A director who year after year watches a company make losses, creditors go unpaid and equity evaporate — without intervening — runs a real risk of bei...
Conflict of interest in the board: the practical question that matters Article 2:239(6) of the Dutch Civil Code (DCC) is clear: a director may not participate in deliberations and decision-making if h...
Confidential Agreements, But What About Results? You thought you had a watertight confidentiality agreement, but what if your business partner does not comply? How do you handle the damage this might...
In the world of corporate law, inquiry procedures are an important tool for addressing mismanagement in companies. However, these procedures often bring to light a forgotten but crucial aspect: the co...
In the business world, there are numerous structures possible to facilitate enterprises. However, a recent case before the Overijssel District Court highlights the serious risks of ‘remote governance’...
Director liability in group structures: a high threshold, but not insurmountable Within group structures, profits and costs are often strategically distributed across different companies. This is, in...
A dissolved BV that still needs to act: is that possible? A private limited company (BV) that has ceased to exist seems to have permanently left the scene. But what if that company still needs to perf...
The Cancun ruling: company interest, joint ventures and the duty to inform upon share transfer What is the 'company interest' in a joint venture? And may a shareholder silently transfer shares without...
The company interest: Dutch Supreme Court clarifies position of minority shareholder and procedural norms Directors and supervisory board members of companies regularly face the question: what exactly...
Good leaver, bad deal: the price of imprecise agreements A shareholder who leaves a company for non-attributable reasons — the so-called 'good leaver' scenario — generally assumes they will receive fa...
Director liability in bankruptcy: more ways to rebut the presumption under Article 2:248(2) of the Dutch Civil Code When a company goes bankrupt and its administration was found to be inadequate, its...
Turbo liquidation as a shield against creditors: when are you personally liable as a director? Imagine: your company has lost a lawsuit. The ruling is imminent. You then decide — before the judgment i...
A Dilemma for the Entrepreneur Imagine this: you have taken on various assignments, couldn't bring in enough work fast enough, and now your cash flow seems to be stalling. You've received substantial...
Imagine this: you're a board member of a foundation. One morning, you receive a court document. A judge has decided to appoint a temporary director who can block your decisions — without you ever havi...
An investor brings money — but also influence and sometimes control. Discover what you need to arrange legally before closing a deal.
Wondering whether to choose a BV (private limited company) or a sole proprietorship? You're really asking: how do I structure my business smartly — now and in the future?
A shareholders' agreement is not mandatory — but without agreements, you are consciously taking risks. Discover why this document is essential for every entrepreneur with business partners.
Working together sounds logical — until interests start to diverge. Discover what you must arrange before starting a business together.
Conflicts between shareholders or directors can completely paralyze a company. With the introduction of the Wagevoe, the legislator has modernized corporate law on important points.
When shareholders are structurally in conflict with each other, this can threaten the continuity of the company. The BV dispute resolution then offers a way out. Under the Wagevoe, this regulation has become more flexible and effective.
The inquiry procedure at the Enterprise Chamber is one of the most powerful instruments in corporate law. With the introduction of the Wagevoe, the rules surrounding this procedure have been clarified, providing entrepreneurs with more legal certainty.
A shareholder dispute in a BV rarely arises overnight. It often starts with minor disagreements about strategy, profit distribution or role division within the company. When these tensions are not addressed in time, the conflict can escalate and completely block business operations.
In a shareholder conflict, entrepreneurs often face a strategic choice: should they opt for the dispute resolution procedure or an inquiry procedure at the Enterprise Chamber? Both procedures have a different purpose and a different effect on the company.
Many shareholder disputes could have been prevented with clear legal agreements in advance. For entrepreneurs, prevention is often more effective and cheaper than litigation afterwards.
Many entrepreneurs wait too long to engage a corporate law attorney. In practice, it turns out that timely legal advice can prevent a conflict from escalating into an expensive and time-consuming procedure.
As a director of a BV (limited liability company), you can be held personally liable under certain circumstances. Read here when this risk exists and how you can protect yourself.
Are you considering selling your business? In this article, I discuss the most important legal aspects you should pay attention to when transferring your company.
