Automotive and mobility structures in the Netherlands typically pair a Dutch import, holding or distribution entity with a network of dealer or franchise agreements, a type-approval position held somewhere in the group, and works council rights at any plant or import site. Governance questions in this sector turn on the distribution network and the regulatory position of the vehicle itself, not on the general board and shareholder rules that apply under Dutch law regardless of sector. This is written for anyone deciding whether a planned change to the network, the site, or the type-approval position needs board-level sign-off before it moves.
Why this arises here
A group active in vehicle distribution or component supply sits between two governance pressures that rarely both appear in other sectors. The first is a network of dealer or franchise contracts that the holding entity must administer consistently, because uneven treatment of dealers is itself a competition-law exposure, not only a contract dispute. The second is a regulatory position, typically vehicle type approval or component certification, that sits with a specific entity in the group and cannot simply be moved when the group restructures.
This combination means a board decision that looks purely commercial, closing an import site, terminating a regional distributor, changing a supplier, can turn into a corporate governance question with a competition-law and an employment-law dimension attached, all at once. Other sectors usually trigger one of these tracks, not all three together.
The mechanics in short
The starting point for governance here is establishing which entity in the group holds which function. The Dutch entity may be the contracting party to every dealer agreement, the holder of the type-approval position, both, or neither, and the answer is not always the entity that trades under the group's name in the Netherlands. This has to be established before any board authority, works council trigger, or dispute route can be assessed.
Once that is established, the board's authority to approve a change in the distribution network, a supplier switch, or a site closure runs through the entity's own articles and any group-level reservation of powers, as for any Dutch entity. What is specific to this sector is that the change is rarely internal only: a change to a dealer agreement's exclusivity or territory terms interacts with the EU block exemption specific to motor vehicle distribution, and the competition authority can review a restructured network on complaint, even without a prior finding against the group.
Where the group also holds the type-approval position, a product non-conformity or recall decision is a board matter, not an operational one, because the entity's continued standing to hold that position can be affected by how the recall is governed and documented.
The pattern specific to automotive and mobility
The situation that does not arise outside this sector is the dealer or franchise network review. A group narrows the number of dealers or moves to a different distribution model, and a terminated dealer disputes the termination on two grounds at once: breach of the distribution agreement, and unlawful restriction of competition in how the network was restructured. The two grounds do not sit with the same body. The contract claim runs through the ordinary Dutch courts; the competition-law ground can also be raised with the competition authority independently of the contract dispute. A comparable site-based sensitivity appears in chemicals sector governance, though there the trigger is a permit rather than a distribution agreement.
A second pattern specific to this sector is the works council trigger tied to a physical site rather than to the group as a whole. Where the Dutch entity operates an assembly, import, or logistics site, a decision to close, relocate, or materially change that site engages consultation rights under the applicable Dutch rules on employee co-determination, even where the decision is taken at the level of a foreign parent and the Dutch entity is only asked to implement it.
A third pattern is the type-approval holder question. Governance advice for this sector has to identify, before anything else, which entity in the group is registered as holding the type approval or component certification, because a restructuring that moves assets without moving that registration can leave the operating business without the position it needs to sell the product.
What to check
Check which entity holds the type-approval or certification position, and confirm that any restructuring plan moves that position with the business, not around it. Check the termination and exclusivity provisions of the dealer or distribution agreements before any network change is approved, because the notice period given governs the contract claim independently of any competition-law question. How long a terminated dealer then has to bring that claim follows the same limitation logic addressed for limitation periods in food and agri disputes, though the trigger date differs by sector. Check whether the site or workforce affected by a planned change triggers works council consultation, and at what stage that consultation must begin. Check whether the restructuring has been reviewed against the sector-specific EU distribution exemption, rather than assumed to be covered by it.
Actors and registers in an automotive and mobility structure
| Actor | Role in the structure | Register or authority involved | What triggers board or shareholder action |
|---|---|---|---|
| Dutch holding or import entity | Contracts with the dealer or franchise network | Dutch trade register | Approval of network-wide changes to distribution terms |
| Dealer or franchisee | Operates under a distribution or franchise agreement | No separate national register | Termination or non-renewal disputed on contract or competition grounds |
| Type-approval or certification holder | Holds the regulatory position for the vehicle or component | National type-approval authority | Recall or non-conformity decision, or a restructuring that would move the position |
| Works council at plant or import site | Holds co-determination rights over the site | Internal, not a public register | Consultation before closure, relocation, or material change to the site |
| Competition authority | Reviews vertical agreements in vehicle distribution | Autoriteit Consument & Markt | Complaint or own-initiative review of a restructured network |
What this does not cover
- Product liability claims brought by an individual driver or end user.
- Environmental or emissions litigation arising from a vehicle's actual use.
- Individual employment terminations, as distinct from works council consultation on a site-wide decision.
- Financing, leasing, or consumer credit permissions held by a separate entity in the group.
- The calculation of any competition-law fine or penalty.
Questions
Does a Dutch import entity need a separate governance structure for its dealer network?
Not a separate structure, but a clear internal record of which entity contracts with dealers and holds the type-approval position, because governance decisions on the network depend on that answer.
What triggers works council involvement in an automotive restructuring?
A decision affecting a specific plant, import site, or workforce triggers consultation under the applicable Dutch rules on employee co-determination, regardless of whether the decision originates with a foreign parent.
Is a dealer termination dispute a governance matter or a contract dispute?
Both. The termination itself is a contract dispute, but where it forms part of a wider network restructuring it can also raise a competition-law question that runs on a separate track.
Charlotte Roos works on structures, holding arrangements and tax positions within corporate groups, including how a group's holding and operating entities are arranged across the Netherlands and abroad.
This page sits within our corporate law and governance practice. For groups with an Italian layer, the entities and their relationships as recorded are set out in the Italian group mapping report. Where a board decision in this sector exposes a director personally, the route and timeline are set out separately in the director liability timeline. Before any of this is assessed, a structure report sets out which entity in the group actually holds each function described above.
Last legal review: 2026-09-24