Buy-out proceedings (uitkoop): who files, where, and in what language
A shareholder holding at least ninety-five percent of a Dutch company's issued capital can force the remaining minority to sell. The claim is filed with the Ondernemingskamer (Enterprise Chamber) of the Amsterdam Court of Appeal, in Dutch, through Dutch-qualified counsel of record. You are here because you hold that majority stake, or you are a minority shareholder named in such a claim, and you need to know who acts next and by when.
Who has standing to file
You may bring an uitkoop claim only once you hold, for your own account, at least ninety-five percent of the issued share capital of a Dutch BV (private limited company) or NV (public limited company). Under the applicable Dutch rules, shares held by group companies are added to your own holding for that calculation, and the same rule applies to voting rights where the relevant threshold refers to them. If you fall short of the threshold once group holdings are counted correctly, the claim is not available to you and no procedural step will cure that.
Every minority shareholder is named individually as a defendant; there is no representative defendant and no class mechanism on the minority side. Depositary receipt holders and pledgees who carry voting rights may also need to be joined, and the applicable Dutch rules set out when that applies. Getting the list of defendants right before filing is the single step that most often delays or derails a claim.
Where the claim is filed
The Enterprise Chamber of the Amsterdam Court of Appeal has exclusive jurisdiction over uitkoop claims against Dutch BVs and NVs. This is true regardless of where the company's operations sit, where the minority shareholders live, or where the claimant is incorporated. No regional district court has jurisdiction over this claim, and filing anywhere else wastes the claimant's time rather than advancing the matter.
The procedure is a single-instance one before that court. An appeal against the judgment goes by cassation to the Hoge Raad (Supreme Court), and only on points of law; the price the Enterprise Chamber fixes for the shares is not reopened for a fresh valuation on appeal.
| Question | Answer |
|---|---|
| Which court hears the claim | Enterprise Chamber, Amsterdam Court of Appeal |
| Is there a first-instance alternative | No; exclusive jurisdiction, single instance |
| What appeal route exists | Cassation to the Supreme Court, legal grounds only |
| Language of proceedings | Dutch |
The route, step by step
The table sets out who acts at each stage. Skipping the order, particularly service, is the most common cause of a claim losing months.
| Step | What happens | Who acts |
|---|---|---|
| 1 | Writ of summons (dagvaarding) drafted, naming every minority shareholder | Claimant, through counsel |
| 2 | Writ filed with the Enterprise Chamber registry | Claimant's counsel |
| 3 | Writ served on each minority shareholder | Bailiff (deurwaarder) |
| 4 | Statement of defence filed, where a minority shareholder contests | Minority shareholder, through counsel |
| 5 | Expert or expert panel appointed to value the shares, where the price is disputed | Enterprise Chamber |
| 6 | Expert report exchanged and commented on by the parties | All parties |
| 7 | Oral hearing | Enterprise Chamber, all parties |
| 8 | Judgment fixing the price and ordering transfer | Enterprise Chamber |
| 9 | Payment against transfer, notarial deed where required for the share type | Claimant, notary |
| 10 | Cassation, where a party pursues it, on legal grounds only | Supreme Court |
Deadlines
Several stages in this route carry statutory time limits, and others run on the court's own case management. The exact number of days for service, for a defence, and for lodging cassation is set by the applicable Dutch rules and depends on whether a defendant is domiciled inside or outside the Netherlands; this page does not restate a specific day count that is not confirmed against the current statute, because a wrong number here is worse than none.
| Stage | What governs the period |
|---|---|
| Service on Dutch-domiciled minority shareholders | Statutory period under the applicable Dutch rules |
| Service on minority shareholders outside the Netherlands | Extended period under the applicable Dutch rules and, where relevant, an EU or Hague service route |
| Filing a statement of defence | Set by the court on filing, subject to the applicable Dutch rules |
| Lodging cassation | Statutory cassation period under the applicable Dutch rules |
Language and translation
Proceedings before the Enterprise Chamber are conducted in Dutch, and the writ, the defence and the judgment are all in Dutch. Any foreign-language document you rely on as evidence, including a shareholders' register, an articles of association or an identity document, needs a Dutch translation, and a sworn translation is required where the document's authenticity itself is in issue. A foreign claimant or a foreign minority shareholder does not appear in person to conduct the case; you instruct Dutch-qualified counsel of record, and your own correspondence with the court runs through that counsel.
Where a defendant is served abroad, the service documents themselves are prepared in the form the receiving jurisdiction requires, which is not always the same as the form used for domestic service. Get this wrong and the court can treat service as defective, which restarts the clock on that defendant.
What we would need to see before advising
- Confirmation of your shareholding percentage, calculated on your own account and together with any group companies, with the calculation shown.
- The company's shareholders' register or an equivalent extract, listing every minority shareholder to be named.
- The articles of association, for any clause bearing on transfer, pre-emption or valuation.
- Any prior offer, negotiation record or valuation exchanged with the minority shareholders.
- Confirmed registered addresses for each minority shareholder, including country, for service planning.
What drives the cost
No service price appears on this page. What changes the cost of running this claim from one matter to the next is set out below.
| Cost driver | Why it moves the cost |
|---|---|
| Number of minority shareholders to be served | Each defendant is served, and potentially defends, separately |
| Whether an expert valuation is ordered | Adds an expert fee and months to the timeline |
| Domicile of minority shareholders outside the Netherlands | Cross-border service adds translation and process cost |
| Whether cassation follows | A second, narrower proceeding before the Supreme Court |
| The court fee for this claim type | Set for the calendar year and passed through, not marked up |
What can go wrong
A minority shareholder can dispute the ninety-five percent threshold itself, forcing the court to rule on the calculation before it reaches valuation at all. A price dispute routes the matter to an expert valuation, which is the single biggest driver of delay in this procedure. A minority shareholder who cannot be located raises a service problem that the court resolves through substituted service or, in some cases, appointment of a representative, and either route adds time. Defective service on a shareholder domiciled abroad is the most common technical failure, and it restarts the period for that defendant alone rather than the whole claim.
Questions
Can a claimant based outside the Netherlands bring an uitkoop claim?
Yes. Standing turns on the shareholding percentage, not on the claimant's domicile or place of incorporation. A foreign claimant instructs Dutch-qualified counsel of record to file and conduct the claim before the Enterprise Chamber.
Does the ninety-five percent threshold include shares held through group companies?
Under the applicable Dutch rules, holdings of group companies are added to the claimant's own holding for the threshold calculation. Getting this arithmetic right before filing is a precondition, not a detail to fix later.
Can a minority shareholder simply refuse to respond?
A minority shareholder can decline to file a defence, and the proceeding continues without their active participation. It does not stop the claim, though the court still needs proof that service was properly effected on that shareholder.
What happens if a minority shareholder cannot be located?
The court can order substituted service, such as publication, once ordinary service has genuinely failed. This is available under the applicable Dutch rules and is handled through the court, not informally.
Is the price the Enterprise Chamber sets open to a fresh valuation on appeal?
No. Cassation to the Supreme Court reviews points of law, not the valuation itself. A party unhappy with the expert's figure needs to raise a legal defect in how that figure was reached, not simply argue for a different number.
What this does not cover
- This page does not cover squeeze-out claims following a public takeover bid, which run under a separate regime with its own threshold and timetable.
- It does not cover claims where the claimant holds below ninety-five percent, including negotiated buy-outs, which are contract matters, not this procedure.
- It does not set out the valuation methodology an expert applies; that sits with the expert appointed by the court, not with counsel.
- It does not cover unresolved disputes about who actually owns the shares in question; those need to be settled before an uitkoop claim can proceed on clean facts.
Where this fits, and the next step
This procedure sits inside board and governance work more broadly; see board and governance services for the wider practice this claim belongs to. Related mechanics on convening a shareholder meeting are set out separately at convening a general meeting on shareholder request: who files and where, and where the underlying dispute concerns a purchase price mechanism rather than a squeeze-out, see appeal and review of a completion accounts purchase price mechanism. If the matter you are looking at is governance more broadly rather than this specific claim, see board and governance as the parent practice.
Where the question is whether the corporate structure itself supports the ninety-five percent calculation, a structure report sets out the shareholding chain from the registers directly, including for a Polish beneficial owner check where a foreign holding company sits in the chain. Where directors on either side of the claim need their exposure reviewed before the claim is filed, see indemnity review.
Book a 30-minute scoping call before you file. Bring your shareholding calculation, the shareholders' register, and the addresses of every minority shareholder you intend to name; you will get back a view on standing, on service strategy for any foreign-domiciled defendants, and on what the expert-valuation risk looks like on your facts.
Last legal review: 2026-09-17