Home · Corporate law and governance · Filing an inquiry request: who files, where and in what form
An inquiry request goes to the Enterprise Chamber of the Amsterdam Court of Appeal, by petition, not by writ. For a non-listed BV or NV the applicant must hold at least 10% of the issued capital, or shares with a nominal value of at least €225,000, where issued capital does not exceed €22.5 million. Above that threshold the requirement is 1%.
The Enterprise Chamber is a specialist division of the Amsterdam Court of Appeal and hears these matters at first instance. There is no appeal on the facts: the only route upward is cassation to the Supreme Court, on points of law. This single-instance structure is the reason the procedure moves quickly and the reason the first filing matters more than in ordinary litigation.
Proceedings are conducted in Dutch. Documents in other languages are filed with translations where the Chamber requires them.
| Applicant | Requirement |
|---|---|
| Shareholder or depositary receipt holder, non-listed company, issued capital up to €22.5 million | 10% of issued capital, or nominal value of at least €225,000 |
| Shareholder or depositary receipt holder, issued capital above €22.5 million | 1% of issued capital |
| Shareholder or depositary receipt holder, listed company | Separate admissibility requirement since 1 January 2025: 1% of issued capital, or market value of at least €20 million |
| Trade union and others designated by statute | Under article 2:347 |
| Others granted the right in the articles or by agreement with the company | As granted |
Holdings can be aggregated: several shareholders together reaching the threshold may file jointly, and in practice this is how most minority requests are brought.
The base on which the €22.5 million threshold is measured requires checking against the statutory text before you rely on it — sources differ on whether it is authorised or issued capital, and the difference decides admissibility in borderline cases.
The Chamber grants an inquiry only where there are well-founded reasons to doubt correct policy or a correct course of affairs, under article 2:350(1). That is the whole test, and it is lower than proving mismanagement. What the petition needs is a factual account dense enough to make the doubt well-founded: specific decisions, specific dates, specific refusals of information.
Three things are usually decisive in practice. First, whether the applicant raised the objections with the company before filing — the Chamber expects it. Second, whether the account is documentary rather than characterisation. Third, whether the relief sought is proportionate to what is alleged.
Immediate relief under article 2:349a can be requested with the petition or separately, and it is where most of the practical force of the procedure sits. The Chamber can suspend a director, appoint one, transfer shares to a custodian, or suspend a resolution. Measures last no longer than the proceedings.
Where no inquiry has yet been ordered, immediate relief is available only if the Chamber first reaches a preliminary view that there are well-founded reasons to doubt. That preliminary view is the hinge of the first hearing.
If the investigator's report shows mismanagement, a second petition asks the Chamber to establish it and to order final measures under articles 2:355 and 2:356. That petition must be filed within two months of the report being deposited with the court registry. The deadline is short and it is missed.
Last legal review: 2026-08-27. General information at that date, not advice on your situation. Nolthenius & Partners is not a firm of advocaten; where a matter requires representation before the district court, the court of appeal or the Supreme Court, it is conducted with Dutch-qualified counsel of record.