send mail to the editor
Doing business in the Netherlands - company formation in Holland
  • Home
  • Starting a business in the Netherlands
    • Setting up a business in the Netherlands
    • Setting up a company in the Netherlands
    • Company name search in the Netherlands
    • Registration of a company in the Netherlands
    • Shareholder of a company in the Netherlands
    • Transfer of shares in the Netherlands
    • Management board in the Netherlands
    • Supervisory board in the Netherlands
    • Shareholders' meeting in the Netherlands
    • Piercing the corporate veil in the Netherlands
    • Liability of directors in the Netherlands
    • Liability of shareholders in the Netherlands
    • Inquiry proceedings in the Netherlands
  • Employment law in the Netherlands
    • Duration of employment under Dutch law
    • Probation period in the Netherlands
    • Non-competition under Dutch employment law
    • Sick pay in the Netherlands
    • Reorganizations in the Netherlands
    • Works council in the Netherlands
  • Commercial contracts in the Netherlands
    • Commercial agency in the Netherlands
    • Termination of an agency agreement under Dutch law
    • Goodwill compensation under Dutch agency law
    • Franchising in the Netherlands
    • Distributorship in the Netherlands
  • Contact the editor

Inquiry proceedings - in the Netherlands

  • Home
  • Inquiry proceedings in the Netherlands

What are inquiry proceedings - under Dutch law?

Inquiry proceedings in the Netherlands

Dutch law provides a special set of proceedings in the settlement of disputes within a company. These are known as inquiry proceedings (in Dutch enquêteprocedure) and are used to address conflicts such as a director’s misconduct or internal conflicts between shareholders. The inquiry proceedings act to repair the rift between these corporate bodies.


The initiation of inquiry proceedings in the Netherlands

Who can request the initiation of inquiry proceedings in the Netherlands?

In accordance with Article 2:346 of the Dutch Civil Code, the following parties are legitimately able to request an investigation into a dispute:

  1. In both private and public limited liability companies with a subscribed capital of no more than €22.5 million, individual or collective holders of shares or depositary receipts representing at least 10% of the issued capital, or shares with a nominal value of at least € 225.000.
  2. In both private and public limited liability companies, with a subscribed capital that exceeds €22.5 million, individual or collective holders of shares or depositary receipts representing at 1% of the issued capital, or shares that are publicly listed that have a par market value of at least € 20 million.
  3. Those who are granted such a right in a company’s Articles of Association
  4. The Public Prosecutors Office.

How are inquiry proceedings conducted in the Netherlands?

Inquiry proceedings are usually exclusively held before the Enterprise Court at The Amsterdam Court of Appeal (in Dutch Ondernemingskamer). This court can only launch an investigation if they establish a reasonable belief that the corporation is pursuing objectives or acting in a way, that contradicts its interests. This is a high threshold, and the established facts must demonstrate a need for an official investigation into a company.

The proceedings can be based on the behaviour of generally all corporate actors in a company, including both directors and shareholders. Inquiry proceedings can even be initiated in the event where a company has filed for bankruptcy.

The court can appoint one, or a collective group of experts to ascertain whether the claims bear any truth. These experts will be granted access to the company and will conduct a throughout investigation. Generally, the company shall bear the costs of the investigation, but the claimants may need to do so in the event the company cannot afford to. The costs may be recovered depending on the outcome of the investigation. Once completed, the experts will assemble a report to send to the Enterprise Court.

Once the report has been submitted, if it demonstrates sufficient findings to doubt the company’s direction, it can take certain measures to rectify the situation.


What measures can taken in inquiry proceedings?

In rendering a judgement, extensive powers have been conferred on The Enterprise Court in resolving disputes and restoring balance in a corporation. However, it must be highlighted that many of these measures are only temporary, to effect change or bring about an immediate solution which can be later built upon. The measures include, but are not limited to:

  1. the suspending or reversing of decisions made by any corporate body of the company
  2. the temporary removal of directors
  3. the temporary appointment of directors
  4. temporarily deviating from a company’s Articles of Association
  5. the temporary transfer of the shares of the company to a trustee and
  6. in extreme cases, the liquidation of the company.

The temporary appointed directors may be installed with certain executive powers in carrying out their role to stabilise the company.

The provisional measures that the court enjoys, tend to be the ones that effect change or increase the dialogue between the parties in the dispute.

Despite the substantial effect these measures can cause, the court has been known to enforce them for the long-term viability of a company. In exceptional and time sensitive cases, the court can even order these measures before the initial proceedings have come to a close.


Starting a business in Holland

Dutch company law
Setting up a business Company formation Company name search Registration of a company Shareholder in the Netherlands Transfer of shares Management board Supervisory board Shareholders' meeting Piercing the corporate veil Liability of directors Liability of shareholders Inquiry proceedings
Employment law in the Netherlands
Duration of employment Probation period Non-competition clauses Sick pay in the Netherlands Business reorganization Works council in the Netherlands
Commercial contracts under Dutch law
Agency contracts Termination of agency Goodwill compensation Franchising in the Netherlands
Business in the Netherlands? Call us.
Disclaimer, terms of use, editors

This website is a private initiative of the editor. The content provided on www.business-netherlands.com is offered for general informational purposes only. It cannot deal with the specific details of any particular situation ... [read more]

Contact

Beethovenstraat 124 / 3
1077 JR Amsterdam
The Netherlands

Mail the website editor:
+31 6 52 242503

Other resources
  • Corona and contracts in the Netherlands; what legal remedies do contract parties have under Dutch law?
  • Trends in the Netherlands; 2017 [Pdf]
  • Netherlands Commercial Court; commercial dispute resolution in the Netherlands.
Newsletter Signup

Subscribe to our newsletter to get news on doing business in The Netherlands:

Lawyer in the Netherlands - legal editor © 2020 | Sitemap [XML] | Sitemap [HTML]