# Automotive and mobility: what a shareholder can force
A shareholder in a Dutch automotive or mobility company can force access to information, the convening of a general meeting, and, through an inquiry request to the Ondernemingskamer (Enterprise Chamber), a court-ordered review of policy and conduct. What that shareholder cannot force is transfer of the dealer or importer licence, which sits with the operating company, not with the cap table. The gap between the two is where most disputes in this sector actually run.
Why this arises here
Dutch automotive and mobility groups are typically structured as an operating company holding a manufacturer franchise or importer agreement, with a foreign OEM parent holding the majority stake and a local dealer, family office or fleet operator holding a minority position. The commercial value sits in the franchise and in the vehicle-level registrations that attach to the operating company, not in the shares as such. A shareholder dispute here therefore rarely stays a pure corporate law and governance question: it collides with the franchise agreement and with the vehicle authority's own records, which follow the operating company and not the shareholder register.
That is a genuinely different pattern from, for instance, shareholder disputes in the chemicals sector, where the licence that matters is an environmental permit tied to a site, not a commercial franchise tied to a brand relationship that can be terminated at the OEM's discretion.
The mechanics in short
A minority shareholder in any Dutch private or public limited company can, under the applicable Dutch rules, request that the general meeting be convened, obtain the annual accounts and other statutory disclosures, and, where mismanagement or a deadlock is credible, ask the Enterprise Chamber to open an inquiry into the company's policy and conduct.
Where the inquiry is granted, the court appoints an investigator with access to the company's books and records, and can order interim measures pending the outcome, including suspension of a director or a temporary transfer of shares to a custodian. Suspension of a director sits alongside, and is distinct from, a separate claim for wrongful-act liability against a director, which runs on its own track and its own evidence standard.
None of this reaches the franchise agreement or the vehicle licence held by the company. Those sit outside the shareholder relationship entirely, held by the operating entity under its own registration, and an inquiry order does not move either one.
The pattern specific to automotive and mobility
Three features recur here and do not recur in other sectors.
Dealer and importer agreements. The operating company holds the franchise from the OEM. This agreement usually gives the OEM parent, as majority shareholder, veto rights over any change in the dealer's shareholding, on top of the voting rights it already holds under the articles of association. A minority dealer-shareholder can therefore be blocked twice: once at the shareholder level and once at the contract level, in a way that has no equivalent in a sector governed purely by service or licence contracts, such as contract clauses in technology and SaaS disputes.
The vehicle authority register. Type approval and dealer or importer licensing in the Netherlands runs through the RDW (Rijksdienst voor het Wegverkeer, the Dutch vehicle authority). The licence is issued to the operating company, not to its shareholders, and does not transfer with a share sale or a court-ordered share transfer. Establishing who actually controls the licence holder, particularly where the OEM parent sits abroad, is a question for the ownership chain rather than for the shareholder register: the same question an ownership chain report for a foreign parent is built to answer, adapted to the jurisdiction in question.
Franchise termination coinciding with a shareholder dispute. Because the operating company's value depends on the franchise, an OEM parent that terminates the dealer agreement while a minority dispute is live can erode share value ahead of any inquiry ruling. This is the one situation that is specific to this sector: a minority shareholder facing simultaneous loss of the franchise and of influence over the company, where an inquiry request functions as a way to preserve the company's position pending the separate commercial dispute over termination, rather than as the remedy for the termination itself.
What to check
- Who holds the dealer or importer licence, and whether the franchise agreement carries its own veto or consent rights over a change of shareholder, separate from the articles of association.
- Whether the vehicle authority licence sits with the entity you hold shares in, or with a subsidiary one level down: this determines what a shareholder remedy actually reaches.
- Whether a franchise termination notice has already been given or is foreseeable, since timing an inquiry request to precede or coincide with that notice changes what interim relief the court can order.
- Whether fleet assets sit on the company's own balance sheet or are financed and registered through a separate leasing structure, since that changes what "the company's assets" means for valuation purposes.
| Situation | What a shareholder can force | What sits outside the shareholder relationship |
|---|---|---|
| Refusal to share the accounts | Statutory disclosure, or an inquiry request if refusal persists | Nothing further; disclosure is the full remedy |
| Boardroom deadlock | Inquiry request, interim measures, possible suspension of a director | The dealer or importer licence itself |
| OEM parent terminates the franchise | Inquiry request to preserve company value pending the dispute | Renewal or continuation of the franchise, a contract matter |
| Fleet financed off-balance sheet | Right to request an explanation in the accounts | Direct control over the leasing structure's own asset register |
What this does not cover
- The franchise or dealer agreement itself, which is a contract dispute decided outside company law.
- The vehicle authority's own licensing decisions, which are an administrative matter for the RDW, not for the shareholder or the court in an inquiry.
- Competition law aspects of dealer network terminations.
- Jurisdictions outside the Netherlands, even where the OEM parent is incorporated abroad.
Questions
Can a shareholder inquiry request transfer of a dealer licence?
No. Under the applicable Dutch rules an inquiry order addresses the company's policy and conduct and can include interim measures such as suspending a director, but it does not transfer a licence issued by the vehicle authority to the operating company. The licence follows the registered entity, not the outcome of an inquiry.
Does a minority dealer-shareholder have stronger rights than a minority shareholder elsewhere?
No stronger statutory rights: the same information, meeting and inquiry rights apply. What differs is the practical stakes, because the franchise agreement often gives the OEM parent additional contractual leverage that sits alongside, not instead of, the shareholder relationship.
What happens if the OEM parent terminates the franchise during a shareholder dispute?
The termination is a separate contractual matter and is not decided by the Enterprise Chamber in an inquiry. An inquiry request can, however, be used to preserve the company's position, for example through interim measures, while the termination dispute is resolved elsewhere.
Before acting, set out the ownership chain and any pledges over the shares or the licence-holding entity in writing. A structure report maps that chain and the pledges attaching to it, as a factual basis for whichever route you take next, through the corporate practice pages.
Last legal review: 2026-09-24