# Buy-out proceedings (uitkoop): court fees, official charges and what drives the cost
If you hold almost all the shares in a Dutch company and the remaining minority will not sell, a buy-out claim (uitkoop) is the statutory route to acquire what is left. You are at the point of deciding whether to file, and this page sets out the steps, who acts at each one, and what actually drives the cost — not a service price, but the registry fee, the expert valuation and the number of minority shareholders you have to serve.
The situations that bring a claim to this stage
Three situations bring people here. A majority shareholder has built up a very large majority through successive acquisitions and the last few holders will not respond to an offer. A group is restructuring under Dutch law and a handful of legacy minority shareholders sit outside the plan. Or a foreign parent consolidating a Dutch subsidiary needs full ownership before a sale, a merger or a group reorganisation can close. In each case the practice frame is the same: this is a matter of Dutch corporate law and governance, decided by a Dutch court, and it sits within our corporate law and governance practice.
The route, step by step
| Step | What happens | Who acts | Timing |
|---|---|---|---|
| 1. Filing | The majority shareholder files a claim against every minority shareholder, naming each one individually | Majority shareholder, through Dutch-qualified counsel of record | Opens the procedure |
| 2. Service | The claim is served on each named minority shareholder | Bailiff (deurwaarder, court process server) | Before the first procedural step is set |
| 3. Response | Minority shareholders may file a statement of defence, individually or jointly | Minority shareholders | Within the period set by the court |
| 4. Expert valuation | The court appoints one or three independent experts to value the shares as at a date it sets | Court-appointed expert(s) | Runs in parallel with the written exchange |
| 5. Expert report | The expert(s) file a written valuation, open to comment from both sides | Court-appointed expert(s) | Before the hearing |
| 6. Hearing | The court hears the parties on the claim, the standing of the majority shareholder and the valuation | Court | After the expert report is filed |
| 7. Judgment | The court fixes the price per share and orders the transfer | Court | Closes the first-instance procedure |
| 8. Appeal | Either side may appeal on points of law within the statutory period | Party appealing, through Dutch-qualified counsel of record | Under the applicable Dutch rules |
What we would need to see before advising
- The current shareholder register, showing your exact percentage holding and the identity of every remaining minority shareholder.
- The company's articles of association (statuten, constitutional document) and any provisions on transfer or exit.
- Any shareholder agreement that touches valuation, drag-along or pre-emption rights.
- Correspondence already exchanged with the minority shareholders about a buy-out or a voluntary sale.
- The country of residence of each minority shareholder, since this changes service, translation and the likely timeline.
What drives the cost
| Cost driver | Why it changes the figure |
|---|---|
| Court registry fee | Charged on filing under the applicable Dutch rules; the level depends on the class of claim, not on a fixed flat amount |
| Expert valuation | Paid by the majority shareholder; scales with the number of experts appointed and the complexity of the company being valued |
| Number of minority shareholders | Each one must be served and named individually; a claim against fifteen shareholders costs more to serve than one against two |
| Cross-border service | Rises where a minority shareholder is domiciled outside the Netherlands and service must run through mutual legal assistance channels |
| Translation | Required for any document or witness statement not in Dutch where a foreign shareholder is a party |
| Appeal | Adds a second registry fee and a further round of written argument if either side appeals |
None of these figures is a fixed service price. A structure with three minority shareholders, all Dutch and cooperative, and a structure with twelve minority shareholders across four jurisdictions run the same steps and materially different costs.
Documents that shape the filing
| Document | Why the court and the expert need it |
|---|---|
| Audited or management accounts, most recent two years | Basis for the expert's valuation |
| Full capitalisation table with issue dates | Confirms the majority shareholder's standing to bring the claim |
| Prior share transfer agreements | Establishes the price history the expert will weigh against a fresh valuation |
| Any pending litigation involving the company | Disclosed to the expert and, where relevant, to the court |
The decisions that stay with you
The court fixes the price; you decide whether to accept the expert's proposed valuation methodology before it is adopted, whether to settle with one or more minority shareholders individually before judgment, and whether to appeal a price you consider wrong. Counsel manages the procedure; none of those three decisions is delegated.
What can go wrong
A minority shareholder can dispute that you hold the majority the statute requires, which turns the case into a threshold dispute before it becomes a valuation dispute. The appointed expert can adopt a methodology either side considers wrong, which is contested at the hearing, not after judgment. Service on a shareholder who cannot be located, or who is domiciled in a jurisdiction without a straightforward mutual legal assistance channel, is the single most common cause of delay in this class of claim. Under the applicable Dutch rules, an appeal is confined to points of law, so a party unhappy purely with the valuation figure has limited further recourse.
What this does not cover
- The separate squeeze-out mechanism that applies to listed companies under the takeover rules; that is a different procedure before a different chamber.
- A voluntary buy-out negotiated privately with a minority shareholder outside court; that is a share purchase, not this claim.
- The valuation methodology itself, which is the appointed expert's task, not a matter counsel argues from first principles.
- Setting or estimating a price per share for any specific company; nothing here is a valuation.
- Governance disputes about why a minority shareholder was excluded from decision-making, which run through general meeting or Enterprise Chamber governance procedures — see our page on convening a general meeting on shareholder request if that is the actual issue.
Where the underlying transaction also has a cross-border completion mechanism at stake, the cost drivers differ again; our page on the completion accounts purchase price mechanism and its cross-border effect sets those out separately.
Questions
Can a minority shareholder block a buy-out claim entirely?
No. Once the majority shareholder's standing under Dutch law is established, a minority shareholder cannot refuse the transfer outright. They can dispute the standing threshold and the valuation, and the court decides both, but the underlying right to buy out is not itself subject to a minority veto.
Does the buy-out procedure apply to both an NV and a BV?
Yes, the mechanism applies across Dutch corporate forms, with the same court and broadly the same steps. The practical difference is usually the number and dispersion of minority shareholders rather than the corporate form itself.
What happens if a minority shareholder cannot be located?
Service must still be attempted under the applicable Dutch rules, and where a shareholder genuinely cannot be traced, the court can permit an alternative form of service. This adds time to the procedure and is one of the more common sources of delay.
Who pays the expert's valuation fee?
The majority shareholder bringing the claim bears the cost of the court-appointed expert, and this is separate from any registry fee. It is not fixed in advance; it depends on the number of experts appointed and the scope of the valuation.
Is the outcome of the expert valuation binding on the court?
The court weighs the expert report but is not bound to adopt it without examination; either side can challenge the methodology at the hearing. The final price is set by the court's judgment, not by the expert report alone.
About the author
Sanne de Wit advises on structures, holding arrangements and the tax consequences that follow a change in ownership, including the position after a buy-out claim closes. This page sets out mechanics only; it does not assess your specific holding or your specific minority shareholders.
Related reading
Where the question is not the buy-out claim itself but the ownership picture underneath it, our structure report on beneficial ownership in Malta-linked holding chains sets out what a comparable structure report covers for a cross-border group. Where the exposure that follows the transfer sits with the directors rather than the company, see our page on directors' tax liability.
Next step
Before filing, we run a 30-minute scoping call: bring the shareholder register, the articles of association and the domicile of each minority shareholder, and you leave with the standing question answered and the likely cost drivers for your specific case. If the open question is what a Dutch entity's ownership structure actually looks like before you file, our structure report sets out what it contains, what it costs and how long it takes. This page sits within our broader work on corporate dissolution and exit procedures.
Last legal review: 2026-09-17