# What changed: the scope of the structuurregime
The structuurregime (mitigated structure regime), a feature of Dutch law, requires qualifying Dutch NV and BV companies to install a supervisory board with statutory powers over major decisions, including appointing and dismissing directors. Whether a company falls under it depends on a size test applied to the company and its group. The scope of that test is under review, and no confirmed change has landed. Under the applicable rules, check your own position rather than rely on a threshold figure from an older source.
Why this arises here
This question surfaces for boards of Dutch NV and BV entities sitting inside an international group, particularly where a foreign parent sits above a Dutch subsidiary, or a Dutch entity sits above a foreign operating group. The size test that triggers the structuurregime has historically counted employees differently depending on where they are employed, and how a group's employees outside the Netherlands are counted for that test has been the subject of sustained attention. A change here does not merely relabel governance: it can move the power to appoint and remove directors from the shareholders' meeting to a supervisory board.
Disputes about whether a company meets these thresholds can, in principle, reach a Dutch court, though the material tracked on this page concerns the test itself, not a live dispute. That is why the scope of the rule is tracked rather than treated as settled once a company has checked it once. Where a foreign parent has instructed a decision through a Dutch subsidiary that later causes loss to creditors, a Dutch file on that instruction often turns in part on which board held the power to decide, which is exactly what the structuurregime allocates.
The mechanics in short
The mitigated structure regime rests on three cumulative elements: a company must have issued capital and reserves above a threshold set out in the applicable rules, must have a works council in place under the applicable rules, and must employ, together with its dependent group companies, a workforce above a further threshold under the applicable rules. Where all three are met, the company must install a supervisory board with the statutory powers to appoint and dismiss the management board, to approve a defined list of major board decisions including large acquisitions, disposals and financing, and to adopt the annual accounts.
A full or mitigated version of the regime can apply depending on group structure. A Dutch company that is itself a dependent subsidiary of a group holding company can qualify for the mitigated form, which shifts some of these powers back to the shareholders' meeting. None of the thresholds are stated here as figures, because the point currently under review is precisely how the employee-count element is drawn, and a number copied from an older source may already be wrong.
What tracked means for this rule
This page is tracked rather than static because the scope question has moved through several stages without landing on a confirmed position: discussion of how to count employees employed outside the Netherlands, discussion of whether the test should look at the group as a whole rather than the Dutch entity in isolation, and discussion of whether a foreign parent sitting above a Dutch structuurregime company changes which entity applies the regime. None of these stages has produced a confirmed statutory text in the registry behind this page, so this material states the direction of travel and not a date or a number.
A group with an international footprint above or below a Dutch NV or BV, a live theme in corporate law and governance for such groups, should treat its structuurregime position as something to reassess whenever the group changes, not as a fact established once and filed away. The safest working assumption for a group in a live restructuring, financing or sale process is that a size-test result from more than a year ago should be rechecked before it is relied upon in a term sheet or a set of governance documents. This is not unique to the Netherlands as a jurisdiction, but the specific test, and what is currently unsettled about it, is.
What to check now
Three checks matter in practice. First, confirm current issued capital and reserves against the company's own last-adopted annual accounts, not an estimate. Second, confirm whether a works council is currently instituted and functioning, since its absence or presence changes the test outright. Third, map the group's employee headcount by entity and by country of employment, because that is the element under review and the one most likely to move the answer. None of these three checks require an application to any Dutch authority; they are a matter of the company's own records under the applicable rules.
Where the group also holds assets or entities in other jurisdictions, the same headcount and capital mapping is often the starting point for a corporate law and governance review of the whole structure, not only the structuurregime question in isolation.
Position before and now
| Element | Position generally understood before | Position now |
|---|---|---|
| Employee count for the size test | Counted employees of the Dutch entity and its dependent group companies under the applicable rules | Under review: how far employees employed outside the Netherlands count is not settled in a confirmed form |
| Works council requirement | A works council had to be in place under the applicable rules | Unchanged in principle; check current status under the applicable rules |
| Capital and reserves threshold | A threshold applied under the applicable rules | No confirmed change; do not rely on a figure from an older source |
| Supervisory board powers | Fixed statutory list of decisions requiring approval | Unchanged; the list itself is not part of the reviewed scope |
Related governance material, including how pledged shares are entered in the shareholders' register, sits on the same tracked-changes footing: stated where confirmed, left neutral where it is not.
What this does not cover
- Does not state the current employee, capital or reserves thresholds: none is confirmed, and none is given as a figure here.
- Does not cover the full structure regime as it applies to listed companies, which carries additional rules.
- Does not cover works council consent rights on the underlying decisions, only who holds the power to decide.
- Does not address cross-border merger or seat-transfer effects on structuurregime status.
- Does not constitute an opinion on whether any specific company currently meets the test.
Questions
Has the employee-counting rule for the structuurregime already changed?
No confirmed change is recorded in the registry behind this page. Discussion of counting employees employed outside the Netherlands has been ongoing, but nothing here states a date or a threshold, because none is confirmed. Check the current position under the applicable rules before relying on an older count.
Who has to act if a group's structure changes?
The board of the Dutch NV or BV that may fall under the regime should reassess the size test whenever the group's capital, works council status or headcount changes materially. No separate filing deadline is confirmed for that reassessment; it sits within ordinary governance and annual accounts review under the applicable rules.
If you need this checked against your own group structure, treat it as a first step: confirm the three elements above before drafting any governance document that assumes a particular regime applies.
For the wider governance framework this sits within, see the corporate practice page. Related developments worth tracking alongside this one include warranty and indemnity insurance terms used in Dutch mid-market deals and how an international ownership chain is mapped in a structure report. Where you need the underlying ownership chain confirmed for a Dutch entity rather than assumed, a structure report sets out the entities, the control chain and the filings behind them.
This material is maintained by Sanne de Wit, who works on structures, holding and tax and tracks changes in Dutch corporate law and governance affecting ownership and control.
Last legal review: 2026-09-15