# Exit proceedings (uittreding): who files, where, and in what language
Exit proceedings (uittreding) let a shareholder in a Dutch private or public company ask the Enterprise Chamber (Ondernemingskamer) to order named co-shareholders to buy their shares, where continued shareholding can no longer reasonably be required. The claimant files; the co-shareholders are named as respondents; the language of record is Dutch.
You are here because you, or a client, hold shares in a Dutch company, believe the conduct of co-shareholders has made continued shareholding untenable, and need to know who must be named, which court hears the claim, and in what language, before a Dutch-qualified counsel of record is instructed.
Who this procedure is for
Three situations bring people to this page. A minority shareholder has been excluded from information or decisions that the statuten (articles of association) or a shareholders' agreement say they are entitled to. A co-founder relationship has broken down to the point where staying invested no longer makes commercial sense. A shareholder has already gone through inquiry proceedings and now wants the finding turned into an order to sell.
This sits within corporate law and governance. The filing question below assumes you already want to exit, rather than force the other side out. The reverse claim, where co-shareholders force a shareholder to sell, is a related but separate route.
The route, step by step
The table sets out who acts at each step, where the step happens, and the language it happens in.
| Step | Who acts | Where | Language |
|---|---|---|---|
| Application filed | Claimant, through a Dutch-qualified counsel of record | Enterprise Chamber, part of the Amsterdam Court of Appeal (Gerechtshof Amsterdam) | Dutch |
| Respondents served | Claimant's counsel, through a bailiff (deurwaarder) | Registered office of each named respondent | Dutch; certified translation where a respondent is abroad |
| Written response | Each respondent, through their own counsel | Filed with the Enterprise Chamber | Dutch |
| Oral hearing | Both parties, their counsel, and the court | Court sitting in Amsterdam | Dutch; interpreter available on request |
| Valuation, if ordered | Court-appointed expert (deskundige) | Instructed and supervised by the court | Dutch; underlying financial documents may be in English |
| Judgment and transfer | The court rules; a civil-law notary (notaris) executes the transfer deed | Notary's office, anywhere in the Netherlands | Dutch |
The same question of who files and where governs routine filings elsewhere in Dutch company law. Filing annual accounts with the Trade Register follows the same logic: the filer, the register, and the deadline are all fixed by statute, not by choice.
Who must be named, and why
| Party | Role | Standing required |
|---|---|---|
| Claimant | The shareholder seeking to exit | Holds shares and can show that the conduct of others makes continued shareholding unreasonable |
| Respondent | The co-shareholder or shareholders whose conduct is at issue | Named individually; the company is not automatically a respondent |
| Enterprise Chamber | Decides the claim and, where the parties disagree, orders a valuation | Exclusive jurisdiction for this class of claim under Dutch law |
| Court-appointed expert | Values the shares if the parties cannot agree | Appointed by the court, not selected by either party |
| Notary | Executes the transfer once value and terms are fixed | Any Dutch civil-law notary, chosen by the parties |
The timeline in practice
The Enterprise Chamber does not operate on a single fixed calendar for this class of claim. The court sets response and hearing dates case by case, under the applicable Dutch rules. Straightforward cases where the parties agree on value move faster than cases needing a court-appointed expert to establish a price.
Where a respondent is served abroad, the timeline extends by however long formal service and translation take. Where the judgment is appealed in law only, through cassatie, the timeline extends by a further round before the Supreme Court.
The same forum question, of where a decision is reviewed once made, resurfaces on appeal in other Dutch corporate procedures. A pre-sale carve-out shows the same pattern: the appellate route depends on who was named at first instance.
What drives the cost
No service price appears on this page. What changes the size of the bill is the shape of the claim, not a rate card.
| Cost driver | Why it matters |
|---|---|
| Court fee (griffierecht) | Payable on filing; the tariff is fixed by statute and published by the courts, and is not restated here |
| Number of respondents | Each additional co-shareholder named adds a separate service step and a separate response |
| Valuation expert | Ordered by the court when the parties cannot agree on price; the expert charges independently of the court fee |
| Translation | Any document not already in Dutch must be translated for the court file |
| Notarial costs | Charged separately, by the notary, for executing the transfer deed |
| Further appeal | Cassatie before the Supreme Court adds a further filing and a further fee |
What we would need to see before advising
- The shareholders register and the current statuten
- Any shareholders' agreement in force between the parties
- Correspondence or board minutes evidencing the conduct complained of
- The shareholding percentage held by each party
- Any prior inquiry proceedings, valuation, or expert report already obtained
The decisions that stay with you
Whether to accept a proposed valuation or ask the court to appoint an expert stays with you. Whether to pursue exit proceedings on their own or after inquiry proceedings stays with you. Whether to appeal a judgment you disagree with, and how far, stays with you. Counsel sets out the route and the standing required at each step; you decide whether to take it.
What can complicate this route
Co-shareholders based outside the Netherlands add service and translation steps that a purely domestic case does not have. A dispute over the valuation date, rather than the valuation method, can add a further round before the expert or the court. Parallel inquiry proceedings on the same facts can pause or reshape the exit claim. A company already in formal insolvency changes who has standing to respond.
What this does not cover
- Inquiry proceedings (enquête) themselves, where the claim is not yet framed as an exit
- The mirror procedure, where co-shareholders force a shareholder to sell (squeeze-out)
- Valuation methodology, which is set by the court-appointed expert on the facts of the case
- Company law outside the Netherlands
- The current court fee and notarial cost figures, which are published directly by the courts and the notarial profession rather than restated here
Questions
Can a foreign shareholder file the application without travelling to the Netherlands?
Yes. The application is filed by a Dutch-qualified counsel of record on the shareholder's instructions; the shareholder does not need to be physically present to file. Attendance at the oral hearing depends on the court's directions in the specific case, and can often be arranged through counsel.
Which court hears an exit claim, and is there a choice of forum?
The Enterprise Chamber, part of the Amsterdam Court of Appeal, has exclusive jurisdiction over this class of claim under Dutch law. There is no alternative Dutch court for a company incorporated in the Netherlands, regardless of where the shareholders themselves are based.
Must every document be translated into Dutch before filing?
The application and the court file are in Dutch. Underlying documents in another language, such as financial statements or correspondence, are usually accepted as exhibits and translated where the court or the other party requires it, rather than translated wholesale before filing.
Is the company itself named as a respondent, or only the other shareholders?
The other shareholders whose conduct is at issue are named as respondents; the company is not automatically a party. Whether the company is joined depends on the relief sought and is assessed on the facts of the specific claim.
What happens if the co-shareholders and the claimant cannot agree on a share price?
The court appoints an independent expert to value the shares. The parties do not choose the expert and cannot agree a price outside that process once the court has ordered a valuation; the expert's report then forms the basis for the judgment.
Where this fits, and the next step
Before filing, a structure report sets out the full shareholding chain and confirms which parties must be named as respondents. If the dispute traces back to gaps in how the shareholders' agreement was drafted, the shareholders' agreements service sets out how those gaps are usually closed before they escalate this far.
Related mechanics on standing and evidence appear in the beneficial owner report for Singapore structures and in trustee claims, both relevant where the shareholding chain runs through a trust or an offshore layer.
Start with a 30-minute scoping call. Bring the shareholders register, the current statuten, and any correspondence describing the conduct at issue. You will leave knowing whether the Enterprise Chamber has jurisdiction on the facts as you describe them, who must be named as respondent, and what the first filing step is.
This analysis is maintained by Sanne de Wit, responsibility zone: structures, holding, and tax, covering the shareholding mechanics that determine who must be named in an exit claim.
Last legal review: 2026-09-18