You can resolve a business dispute in the Netherlands along five routes: negotiation or mediation, preliminary relief proceedings (kort geding), prejudgment attachment (conservatoir beslag), proceedings on the merits, and the inquiry procedure before the Enterprise Chamber (Ondernemingskamer) for shareholder conflicts. Arbitration is a sixth option, but only if your contract provides for it.
Which route fits depends less on who is right than on what the dispute threatens: your cash flow, the continuity of the company, confidentiality or the relationship. Timing matters as much: freezing assets in days under Article 700 of the Dutch Code of Civil Procedure (Rv) is a different exercise from a judgment on the merits that takes more than a year.
Cuprins
What kinds of business disputes arise most often?
Most commercial conflicts fall into three groups: shareholder and governance conflicts, contract disputes, and intellectual property or unfair competition disputes. Each has its own natural forum.
Shareholder conflicts grow out of profit distribution, board appointments or strategy, and escalate quickly because the parties are locked into the same company. They usually end up before the Enterprise Chamber of the Amsterdam Court of Appeal rather than before an ordinary civil court.
Contract disputes are the largest group: non-performance, defective delivery, disputed termination and unpaid invoices. A Dutch court does not read a contract by its wording alone; it asks what the parties could reasonably expect from each other. Under Articles 6:2 and 6:248 of the Dutch Civil Code (BW), reasonableness and fairness supplement and limit the contract, so a clause drafted to English conventions can be softened and a gap can be filled.
Intellectual property and unfair competition cases turn on speed, because the harm continues every day. An injunction within weeks is often worth more than damages years later, so these cases usually start in preliminary relief proceedings.
What can you do about unpaid invoices?
Claim statutory commercial interest from the day after the payment term ends, without any reminder. Under Article 6:119a BW, that interest runs automatically between businesses; if no payment term was agreed, it runs from 30 days after receipt of the invoice.
An agreed payment term between businesses may not exceed 60 days, unless a longer term is expressly agreed and is not grossly unfair to the creditor (Article 6:119a(5) BW). If a large company buys from an SME, the maximum is 30 days (Article 6:119a(6) BW). Undisputed claims up to €25,000 go to the subdistrict court (kantonrechter), where you do not need a lawyer (Article 93 Rv).
Which route fits which dispute?
The table links common disputes to the usual route. The timelines are indications based on practice; court capacity, expert evidence and the other side’s conduct all move them.
| Disputa | Ruta obișnuită | Cronologie indicativă |
|---|---|---|
| Unpaid or undisputed invoices | Scrisoare de cerere, apoi kort geding sau procedură obișnuită | Urgent relief in weeks; merits more than a year |
| Riscul dispariției activelor | Conservatoir beslag, then proceedings on the merits | Leave often within one or two days |
| Blocaj sau management defectuos al acționarilor | Ancheta Camerei de Comerț cu dispoziții imediate | Interim measures within weeks |
| Termination of a contract | Mediation or ordinary proceedings | Months to more than a year |
| International contract in English | Tribunalul Comercial Olandez, dacă este convenit în scris | Around a year at first instance |
How do you get a court order within weeks?
Through preliminary relief proceedings (kort geding). Under Article 254 Rv, the interim relief judge (voorzieningenrechter) can order a provisional measure in any urgent matter where the interests of the parties require immediate relief.
You must show two things. First, urgency: you cannot reasonably be expected to wait for proceedings on the merits; if you have left the problem for months, you weaken your own case. Second, plausibility: the judge decides mainly on the documents and as a rule does not hear witnesses, so a case that turns on contested facts is unsuitable.
Typical orders are payment of a sum that is not seriously disputed, an injunction against unlawful conduct, an order to perform, and protection of confidential information. A penalty payment (dwangsom) gives the order teeth. Under Article 257 Rv, the decision does not prejudice the case on the merits, but in practice many disputes settle after the kort geding.
How do you secure assets before judgment?
With a prejudgment attachment (conservatoir beslag) under Article 700 Rv. You ask the interim relief judge for leave by petition; the judge decides after a summary examination, usually without hearing the other side, and in urgent cases within a day or two.
You can attach bank balances, receivables, stock, real estate or shares. Three counterweights apply:
- Unless proceedings are already pending, you must start proceedings on the merits within the period set by the judge, which is at least eight days after the attachment (Article 700(3) Rv).
- You must disclose all relevant facts in the petition, including facts against you and earlier attachments.
- If your claim fails, you are in principle liable for the damage the attachment caused, which can be considerable with a frozen bank account.
Attachment is often combined with a kort geding: the assets are frozen first and the order follows. It changes negotiating positions faster than any other step in Dutch civil procedure.
When do you need proceedings on the merits?
When interim relief is not enough and you need a final judgment after full examination of the evidence. Claims up to €25,000 and employment, rental and consumer cases go to the subdistrict court (Article 93 Rv); all other claims go to the district court, where a Dutch lawyer is compulsory.
Typical commercial cases are non-performance, termination of distribution or franchise agreements, the customer compensation (klantenvergoeding) for commercial agents under Article 7:442 BW, director’s liability and breach of a shareholders’ agreement. A first-instance judgment commonly takes more than a year, and an appeal adds substantially to that.
Watch limitation. Under Article 3:307 BW, a claim for performance of a contract is time-barred five years after it became due. Under Article 3:317 BW, you interrupt that period with a written demand or a written notice in which you unequivocally reserve your right to performance.
Ce oferă Tribunalul Comercial din Olanda?
English-language proceedings within the Dutch court system, available since 1 January 2019. The Netherlands Commercial Court (NCC) is a chamber of the Amsterdam District Court and the Amsterdam Court of Appeal, and applies Dutch procedural law with active case management.
It requires an express written agreement of the parties, ideally in the contract itself, and its court fees are higher than those of an ordinary district court. Its judgments circulate freely within the EU under the Brussels I bis Regulation; outside the EU, enforcement depends on treaties and local law.
Cum se rezolvă disputele dintre acționari?
Usually before the Enterprise Chamber, which has exclusive jurisdiction over the inquiry procedure (enquêteprocedure) of Articles 2:344-2:359 BW. In the first stage, you ask it to order an investigation because there are well-founded reasons to doubt correct policy.
In the same request, you can ask for immediate provisions, such as suspending a director or a shareholders’ resolution, appointing an independent director with a casting vote, or transferring shares to a custodian. These can be granted within weeks. Only after the investigator’s report can the court establish mismanagement and order structural measures.
Under Article 2:346 BW, in a BV or NV with issued capital up to €22.5 million, shareholders holding at least one tenth of the capital, or shares with a nominal value of €225,000, may file the request; above €22.5 million, the threshold is one hundredth, unless the articles of association set a lower one. Since 1 January 2025, the Enterprise Chamber also hears statutory buy-out and withdrawal claims (Article 2:343 BW). Our articles on disputele dintre acționari în Olanda și pe Camera Întreprinderilor rezolvați acest lucru mai în detaliu.
Is mediation compulsory?
No. Mediation in the Netherlands is voluntary, and no statutory rule makes a mediation attempt a condition for access to court. Courts do often raise it at the first hearing.
Mediation is confidential and led by a neutral mediator who does not decide. The outcome binds you as a contract; you can have it recorded in a notarial deed or a court judgment so that it can be enforced directly. It is the obvious first step where the relationship is worth more than the claim.
Când este arbitrajul cea mai bună opțiune?
Mainly when your counterparty’s assets are outside the EU, or when confidentiality and sector expertise matter most. Arbitration replaces the courts entirely and is governed by Articles 1020 and following Rv; it requires an arbitration agreement, usually a clause in the contract.
An award can only be set aside on the limited grounds of Article 1065 Rv: no valid arbitration agreement, an improperly composed tribunal, a tribunal that did not keep to its mandate, an unsigned or unreasoned award, or a breach of public policy. There is no appeal on the merits unless the parties agreed one.
The main advantage is enforcement: an award is enforceable in more than 170 states under the 1958 New York Convention, while a court judgment travels easily only within the EU. Institutional rules, such as those of the Netherlands Arbitration Institute (NAI), provide for urgent measures and a lighter procedure for smaller claims.
How do you choose between the routes?
Three questions settle most cases: what is at risk, where the other party’s assets are, and how much confidentiality matters. Dutch court hearings are in principle public and judgments are often published anonymised on rechtspraak.nl; arbitration and mediation are private.
| Ceea ce contează cel mai mult | Rută probabilă |
|---|---|
| Viteză și flux de numerar | Kort geding, combined with conservatoir beslag where needed |
| Riscul ca activele să fie mutate | Conservatoir beslag mai întâi, apoi procedura pe fond |
| Preserving the relationship | Mediere |
| Complex international contract in English | Tribunalul Comercial din Olanda sau arbitraj, dacă este convenit |
| Blocaj sau suspiciune de gestionare defectuoasă | Ancheta Camerei de Comerț cu dispoziții imediate |
| Active în afara UE | Arbitration, for New York Convention enforcement |
What should you check as the claiming party?
- Is your claim time-barred, or due to become so within five years of falling due (Article 3:307 BW)?
- Have you sent a written demand that interrupts limitation (Article 3:317 BW)?
- Does the contract contain a forum, NCC or arbitration clause?
- Where are the counterparty’s assets, and is there a risk they will be moved?
- Is the matter urgent enough for a kort geding, or does it need full evidence?
What should you check as the party facing a claim?
- Has an attachment been made, and were proceedings on the merits started within the period set in the leave?
- Did the petition for leave disclose all relevant facts?
- Which court has jurisdiction, and does an arbitration clause exclude the ordinary courts?
- Is the claimed payment term or interest in line with Article 6:119a BW?
- Can a bank guarantee lift an attachment of your bank accounts?
What can we do for you with a business dispute?
Gama de echipă de drept comercial acts in commercial disputes from the first demand letter through to appeal, in Dutch and in English.
- We assess your position and the best route within a few days of receiving the contract and correspondence.
- We draft and send the demand letter that interrupts limitation.
- We file the petition for a prejudgment attachment and start the proceedings on the merits within the period set.
- We conduct kort geding proceedings and proceedings on the merits before the district court, the NCC or the Enterprise Chamber.
- We draft forum and arbitration clauses before a dispute arises.
Rezumat
- Choose the route by what the dispute threatens: cash flow, continuity, confidentiality or the relationship.
- A kort geding (Article 254 Rv) and a prejudgment attachment (Article 700 Rv) work within weeks or days; after an attachment you must start proceedings within the period set, at least eight days.
- Shareholder deadlocks go to the Enterprise Chamber, which can order immediate provisions and since 2025 also hears buy-out claims.
- Where the counterparty’s assets are outside the EU, arbitration is usually the better choice because of the New York Convention.
Întrebări frecvente
Cât de repede poate fi rezolvată o dispută comercială în Olanda?
Preliminary relief (kort geding) can be obtained within weeks, and leave for a prejudgment attachment often within a day or two in urgent cases. Proceedings on the merits at first instance commonly take more than a year, and an appeal adds substantially to that.
Se pot desfășura litigiile comerciale în Olanda în limba engleză?
Yes, before the Netherlands Commercial Court, if the parties have expressly agreed to it in writing. Its court fees are higher than those of an ordinary district court. In other Dutch courts the language of proceedings is Dutch, although English documents are commonly accepted.
What is conservatoir beslag?
A prejudgment attachment: with leave from the interim relief judge, you freeze assets before your claim has been decided (Article 700 Rv). You must then start proceedings on the merits within the period set, at least eight days. If your claim fails, you are in principle liable for the damage caused.
Este arbitrajul mai bun decât litigiul pentru contractele internaționale?
It depends on where the counterparty’s assets are. Outside the EU, an arbitral award is generally easier to enforce under the New York Convention. Within the EU, a Dutch judgment already circulates under the Brussels I bis Regulation, so the choice turns on confidentiality, expertise and cost.
Does a Dutch court require mediation before it hears a case?
No. Mediation is voluntary and no statutory rule makes it a condition for access to court. Courts often raise it at the first hearing.
