Modificări ale legislației societare olandeze: ce se aplică acum și ce urmează

Dutch corporate law changes at three speeds: some rules already bind your company, some are adopted but not yet in force, and some are only plans. The most important example of the middle group: the Act on digital general meetings (Wet digitale algemene vergadering privaatrechtelijke rechtspersonen) was published on 30 June 2026 and enters into force on 1 January 2027 (Staatsblad 2026, 259).

This article sets out the status of each development as of October 2026, so that you can tell an obligation from an announcement. For each item we name the statute and the date it applies.

Which reforms already bind your company?

The governance reforms of 2021 to 2023 are settled law. The Act on management and supervision of legal persons (Wet bestuur en toezicht rechtspersonen, WBTR) has applied since 1 July 2021 and extended the rules on directors’ duties and conflicts of interest to associations, foundations and cooperatives.

Since 1 January 2022, Article 2:142b of the Dutch Civil Code (BW) requires a listed NV to have at least one third women and one third men on its supervisory board; an appointment that does not improve the balance is void. Under Article 2:166 BW, large companies must set appropriate and ambitious targets for the board, the supervisory board and senior management, and report to the Social and Economic Council (SER) within ten months after the financial year.

The Dutch Corporate Governance Code is soft law: listed companies apply it on a comply-or-explain basis. A departure from a best-practice provision is allowed if the annual report explains it.

What changed for shareholder disputes on 1 January 2025?

Since 1 January 2025 the forced buy-out and forced exit procedures (uitstoting and uittreding) are decided by the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal, on petition. Before, they started at the district court by writ of summons, with an appeal round that often added years.

The change came from the act on the dispute settlement scheme and the inquiry procedure (Staatsblad 2024, 174). Under Article 2:343 BW a shareholder whose rights or interests are harmed by co-shareholders to the extent that staying on can no longer reasonably be required can ask the Enterprise Chamber to order a buy-out. The rules apply to BVs and unlisted NVs (Article 2:336 BW). Under Article 2:337 BW a dispute clause in the articles or a shareholders’ agreement may refer these disputes to arbitration.

The same act clarified who may start an inquiry procedure (enquête). Under Article 2:346 BW, for a BV or NV with issued capital of up to €22.5 million, shareholders holding at least 10% of the capital or shares with a nominal value of €225,000 may apply; above €22.5 million the threshold is 1%, and listed companies have a separate threshold. Our guide to disputele acționarilor și ruta Camerei de Comerț și Industrie explains how a file is built before either procedure starts.

When can you hold a fully digital general meeting?

From 1 January 2027. Under the new Article 2:227a BW, the articles of association of a BV can provide that a general meeting is also or exclusively accessible electronically.

Each participant must be identifiable, able to vote directly and able to follow and join the discussion through a two-way audiovisual connection. The notice of the meeting must describe how to participate and vote electronically. Without a clause in the articles, the board may only hold an exclusively digital meeting in exceptional circumstances that seriously endanger the continuity of decision-making or the safety and health of participants.

Until 31 December 2026 the current Article 2:227a BW applies: electronic participation in a meeting held at a physical location (a hybrid meeting), if the articles allow it. A company that holds a purely virtual meeting before 2027 runs the risk that its resolutions are challenged. Review the articles now so that the amendment can be made in one notarial deed with any other change. See also our note on the digital shareholders’ meeting.

Where do sustainability reporting and due diligence stand?

Neither has fully reached Dutch statute yet. The Dutch bill implementing the Corporate Sustainability Reporting Directive (Wet implementatie richtlijn duurzaamheidsrapportering, parliamentary file 36678) was still pending in parliament in 2026.

A directive binds member states, not companies, until it is transposed. The EU also postponed the reporting duties for the second and third waves of companies in 2025 (the “stop-the-clock” measure), and its Omnibus I package of 2026 narrowed the scope further. Large listed companies in the first wave already report.

The Corporate Sustainability Due Diligence Directive (CSDDD) was rewritten by the same Omnibus package: the harmonised civil liability regime was removed and the transposition and application dates were moved back by several years. No Dutch company has a statutory supply-chain due diligence duty under the CSDDD today.

That does not make climate litigation theoretical. On 12 November 2024 the Court of Appeal of The Hague set aside the 45% CO2 reduction order against Shell, but held that Shell does have a duty of care to help counter dangerous climate change (ECLI:NL:GHDHA:2024:2100). Liability currently runs through the open standards of Dutch tort law, not through a reporting statute.

What do investment screening and cross-border restructuring require?

Since 1 June 2023 the Act on security screening of investments, mergers and acquisitions (Wet veiligheidstoets investeringen, fusies en overnames, Vifo) requires certain acquisitions to be notified to the Investment Screening Office (Bureau Toetsing Investeringen, BTI) before completion. This applies to vital providers, operators of business campuses and companies active in sensitive technology, whatever the buyer’s nationality.

The transaction may not be completed while the review is pending. Completing without the required notification exposes the parties to enforcement and to the acquisition being unwound. The Vifo is the change most often missed in mid-market deals; check it before you sign.

Since 1 September 2023, Book 2 BW contains a uniform procedure for cross-border conversions, mergers and divisions within the European Economic Area. It includes a pre-transaction certificate issued by the civil-law notary and protection for minority shareholders, creditors and employees, including an exit right with compensation for shareholders who voted against. International groups must also screen sanctions and export controls continuously; see our article on consecințele încălcării sancțiunilor și prezentarea noastră generală a dreptul afacerilor internaționale din Olanda.

What are the rules for a turboliquidation?

A company without assets can be dissolved and cease to exist at once (turboliquidatie), but since 15 November 2023 the board must file documents within fourteen days. Under Article 2:19b BW it files with the trade register a balance sheet and income statement, an explanation of why there are no assets and why creditors remain unpaid, and any overdue annual accounts.

The board must then inform the creditors in writing. Failing to file is an economic offence under the Economic Offences Act (Wet op de economische delicten). Under Article 2:19c BW, the court can, at the request of the Public Prosecution Service, impose a director disqualification (bestuursverbod) if creditors remain unpaid and the board did not comply; under Article 106b of the Bankruptcy Act (Faillissementswet) such a ban lasts up to five years.

Two points are often confused. The test is that the company has no assets, not that it has no debts. And the regime creates no new liability standard: directors remain exposed under the ordinary rules on improper management and tort. The risks around setting up and winding down an entity are set out in our piece on înregistrarea unei societăți comerciale olandeze.

Is the new partnership law in force?

No. The modernisation of Dutch partnership law (Wet modernisering personenvennootschappen) has been through public consultation, but no bill had been submitted to the House of Representatives (Tweede Kamer) by October 2026.

The existing framework therefore applies: the partnership (maatschap) under Title 7A BW, and the general partnership (vof) and limited partnership (cv) under the Commercial Code (Wetboek van Koophandel), with joint and several liability of vof partners. Choose a legal form on the law as it stands; our comparison of De ce se înregistrează companii în Olanda stabilește alternativele.

How do you tell a rule from a plan?

Check four things: whether it is an EU directive or a Dutch statute, whether it is published in the Staatsblad, whether a royal decree has set the date of entry into force, and what the transitional rules say. The digital meeting act shows why: adopted on 3 June 2026, published on 30 June 2026, in force only on 1 January 2027.

A directive imposes nothing directly on a company until it is transposed. A bill can stall in either chamber for years. And a rule that applies to new appointments, contracts or financial years after a given date does not reach what you already have. Our overview of aplicarea reglementărilor în Olanda explains how supervisors approach the gap.

Ce ar trebui să verifici ca regizor?

• Check whether your articles of association allow electronic participation, and prepare an amendment for fully digital meetings from 1 January 2027.
• Check before signing whether a planned acquisition must be notified to the BTI under the Vifo.
• For a large company: check that the gender targets and the plan under Article 2:166 BW are set and reported to the SER.
• Before a turboliquidation: prepare the Article 2:19b BW filings so they can be made within fourteen days.
• Track bill 36678 so your sustainability reporting follows the law as adopted.

Ce ar trebui să verifici ca acționar?

• Check whether your shareholders’ agreement refers buy-out disputes to arbitration or still assumes the district court.
• Check whether you meet the Article 2:346 BW threshold to request an inquiry.
• Check how the articles regulate voting and attendance at digital meetings from 2027.
• In a deadlock, document the conduct of co-shareholders you rely on for a forced exit under Article 2:343 BW.

What can we do for you with Dutch corporate law changes?

Gama de avocați corporativi advise Dutch and international companies and their shareholders.

• We review your articles of association and draft the amendment for digital general meetings.
• We check whether a transaction must be notified under the Vifo and prepare the notification.
• We assess a forced buy-out or exit claim and file the petition with the Enterprise Chamber.
• We review shareholders’ agreements against the dispute rules in force since 1 January 2025.
• We prepare the filings and creditor letters for a turboliquidation.

Rezumat

• Since 1 January 2025 the Enterprise Chamber decides forced buy-out and exit cases on petition.
• Fully digital general meetings are possible from 1 January 2027, if the articles of association provide for it.
• The Dutch CSRD bill (36678) is still pending; the CSDDD does not yet bind any Dutch company.
• Acquisitions in vital and sensitive sectors must be notified to the BTI before completion.
• A turboliquidation requires filings within fourteen days; non-compliance can lead to a director disqualification.

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