What changed: the position of the works council in group decisions
The works council's advisory right now reaches decisions taken formally at group or parent level, once that decision has a decisive and foreseeable effect on a Dutch operating company. Before, the right attached only to the entrepreneur that took the formal decision itself. Where a group is restructured, relocated or sold from abroad, the Dutch board should raise the advice question before the upstream decision is signed off, not after implementation has already started.
Why this arises inside a group
Many Dutch operating companies sit inside a larger structure with a foreign parent. Decisions with real consequences for the workforce in the Netherlands, such as relocation, closure of a business unit, transfer of activities, or a change of control, are frequently taken at the level of the parent or an intermediate holding company, not by the Dutch board itself.
The question the works council raises in that setting is whether the upstream decision counts as a decision of "the entrepreneur" for consultation purposes, or whether it escapes the advice right entirely because the formal resolution was adopted abroad. That question sits at the centre of corporate law and governance inside any group with a layered ownership structure.
The mechanics in short
Under the applicable Dutch rules, an entrepreneur proposing a decision on a defined category of matters, including transfer of control, closure, major reorganisation and relocation, must ask its works council for advice before the decision is taken. The relevant moment is the stage at which the advice can still shape the outcome, not the moment the decision is announced.
Where the entrepreneur is a Dutch subsidiary and the substantive decision is made by the parent, the applicable rules now treat that decision as attributable to the Dutch entrepreneur once it has a decisive, foreseeable effect on the Dutch operation, even though the formal resolution was adopted elsewhere. The practical consequence is that the obligation to consult arises earlier: at the point the group decision is finalised in a way that leaves the Dutch entity no real room to deviate from it.
If advice is not sought, or is sought too late to have any real influence, the works council can apply to the specialist Dutch court for governance disputes, the Enterprise Chamber (Ondernemingskamer), for a ruling that the entrepreneur weighed the interests involved unreasonably. That ruling can carry an order suspending the decision or reversing steps already taken, while advice is obtained.
How this is developing: a tracked position, not a fixed date
This is not a single dated amendment to a statute. It is a line of Enterprise Chamber rulings and guidance that keeps refining when a group-level decision is attributed to the Dutch entrepreneur. Each new ruling narrows or widens the test for "decisive influence", tightens what counts as sufficient room to give advice, and clarifies what remedy is realistically available once implementation is already under way.
Because the position is tracked rather than fixed by a single confirmed amendment, no single date marks "the change" here. Treat the position described above as the current reading of the applicable rules, and check it again before you rely on it in a live matter, particularly where the group decision is still some way from being finalised.
What to check
Before assuming the advice right does or does not apply, check the following points in order.
- Whether the Dutch entity qualifies as an entrepreneur in its own right, or whether that status sits with a different group company.
- Whether the upstream decision has a decisive, foreseeable effect on the Dutch operation, or is genuinely separable from it.
- Whether any signing or binding commitment made abroad already leaves the Dutch board no real room to change course.
- Whether the same decision also triggers a transfer of undertaking with pension entitlements attached, which runs on a separate timetable.
- Whether the company sits under the structuurregime, which affects who on the Dutch side is actually authorised to request the advice.
Position before and after
| Element | Position before | Position now |
|---|---|---|
| Trigger for the advice right | Formal decision taken by the Dutch entrepreneur itself | Also triggered once a group-level decision has decisive, foreseeable effect on the Dutch operation |
| Moment advice must be sought | At the moment the Dutch board itself resolves | At the moment the group decision is finalised so that no real room to change course remains |
| Remedy for a skipped advice step | Application against the Dutch entrepreneur only, on its own resolution | Same remedy, argued with reference to the upstream group decision as the substantive cause |
| Attribution to the Dutch entrepreneur | Rarely litigated in practice | Central and recurring, tracked case by case |
What this does not cover
- European Works Council consultation across more than one member state.
- Collective bargaining agreement consultation obligations, which run separately from the works council's advice right.
- SER merger notification duties, which apply to a different category of transaction.
- The works council's own right of initiative and its standing to start inquiry proceedings, which follow separate rules.
- Sector-specific co-determination arrangements outside the general regime described here.
Questions
Does the advice right apply to a decision made entirely outside the Netherlands, with no Dutch board resolution at all?
It can, under the applicable Dutch rules, once the outside decision has a decisive and foreseeable effect on the Dutch operation. The absence of a formal Dutch resolution does not by itself remove the advice right. What matters is whether the Dutch entity retains real room to give advice before the effect on it is fixed.
What happens if the group decision is implemented before the works council has given advice?
The works council may ask the Enterprise Chamber, the Dutch court that hears these disputes, to rule that the entrepreneur weighed the interests involved unreasonably. The Chamber can order the decision suspended or its consequences reversed while advice is still pending, though how realistic reversal is depends on how far implementation has already gone.
Hugo Steenbergen writes on corporate law and governance at Nolthenius & Partners. Her work covers works council standing, group attribution questions of the kind described above, and enforcement of consultation rights before the Enterprise Chamber.
Where the decision-making chain inside a group is not clear from the outside, a structure report sets out the ownership chain and the layer at which decisions of this kind are actually taken, so you can identify which entity's board carries the advice obligation before you act. For a worked illustration of how such a chain is mapped in a cross-border holding structure, see an ownership chain report. Where the same episode also raises a question of director exposure, see what happens when annual accounts were filed late and insolvency is near.
This page sits inside the wider corporate practice covering governance inside groups operating in the Netherlands.
Last legal review: 2026-09-15