# Logistics and transport: decisions taken at group level
A group-level decision, such as selling a subsidiary or moving a fleet between entities, does not automatically carry the operating entity's sector-specific status with it. In logistics and transport, the transport licence, the vessel registration and the freight contracts each sit with one legal entity, not with the group. Check each of these separately before you act, because none of them follows automatically from the corporate decision that triggered it.
Why this arises in logistics and transport
Two features of this sector separate it from most others. First, the right to operate road transport, inland waterway transport or seagoing carriage is licensed to a named legal entity and to a named transport manager, not to a shareholding structure. Second, the assets that carry value, the vehicles, the vessels, the warehouse leases and the freight contracts, are each registered or contracted at entity level under their own rules.
A group decision changes who controls the entity. It does not, by itself, change who holds the licence, who is recorded as owner in a register, or who is a party to a contract with a customer or a carrier. In the Netherlands, this gap between the corporate decision and its regulatory and contractual consequences is sharper in logistics and transport than in most other sectors, because so much of the sector's value sits outside the shareholders' register.
How a group decision moves through the operating entities
A board resolution or a shareholder decision to restructure, sell or refinance is taken at whatever level the group's own governance rules require. Once taken, it has to be carried through separately at each operating entity that it touches. That means checking the entity's own licence conditions, its registered assets and its existing contracts, and initiating whatever each of those requires: a notification to the licensing authority, an entry in the relevant register, or a request for a counterparty's consent to an assignment.
The corporate decision authorises the change. It does not execute it at entity level, and under Dutch law the licence itself is not treated as a transferable asset of the company in the way a receivable or a piece of equipment is.
What is specific to this sector
A road transport licence, and its EU equivalent, is granted to one legal entity and depends on a named transport manager who meets requirements of good repute and professional competence. A change of control over that entity can trigger a fresh assessment of the transport manager, even after the group's own approval process has closed. Sectors where the operating permit is not tied to a named individual do not carry this risk.
A vessel used in inland or seagoing transport is recorded in a ship register, separate from the entity's own books. A change of owner, or a mortgage granted over the vessel to secure group financing, is its own registration act, additional to the corporate decision that approved the financing.
Redeploying vehicles or vessels between group entities established in different countries can also raise cabotage questions under EU transport rules. A vehicle registered to one entity cannot simply be moved to carry goods for another group entity abroad without checking whether that movement is permitted transport or restricted cabotage, a question that a comparable internal transfer of other assets would not raise.
Driving staff typically fall under a sector collective agreement that attaches to the employing entity. Moving fleet operations between group entities during a reorganisation can change which agreement covers the affected staff, a consequence the corporate decision does not settle by itself.
What to check before you decide
Before you rely on a group-level decision to reorganise logistics or transport operations, confirm four things at the entity actually affected: whether its transport licence and transport manager remain valid after the change of control; whether any vessel, vehicle fleet or warehouse asset is registered separately and needs its own transfer step; whether cross-border redeployment of vehicles or vessels raises a cabotage question; and whether staff moving with the operation remain under the same collective agreement. Each of these sits outside the corporate decision itself and runs on its own timeline.
Permits, registers and contracts that do not follow the group decision
| Asset or permit | Held by | Register or authority involved | What a group-level change requires |
|---|---|---|---|
| Road transport licence and Eurovergunning | The operating legal entity and its named transport manager | The national road transport licensing authority | Reassessment of the transport manager's good repute after a change of control; the licence does not follow a share sale into a new operating entity |
| Vessel, inland or seagoing | The registered owner entity | The ship register | A change of owner, or a mortgage granted to secure group financing, is a separate registration act |
| Freight and carriage contracts (bills of lading, consignment notes) | The contracting group entity | No public register; private contract | Assignment or novation to another group entity needs the counterparty's consent, it does not follow automatically from a reorganisation |
| Warehouse or terminal operating permit | The operating entity | The relevant municipal or provincial permitting authority | Permit conditions and the identity of the holder are checked separately on any transfer of the operating company |
What this does not cover
- The detail of how a transport authority assesses a transport manager after a change of control.
- Environmental or spatial permits for a warehouse or terminal, which follow their own separate regime.
- The competition law treatment of a shared-capacity arrangement between carriers.
- Tax consequences of moving fleet ownership between group entities.
- Litigation over a transport contract before a Dutch court, which follows its own procedural rules.
Questions
Does selling a subsidiary automatically transfer its transport licence to the buyer?
Not necessarily. If the entity itself is sold, the licence generally continues with that entity, but the transport manager and the entity's good repute are typically reassessed after the change of control. If instead only the business or its assets are transferred to a new entity, the licence does not transfer and a fresh application is required.
Does a vessel automatically follow a share sale of the owning entity?
The vessel stays with the entity that owns it, so a share sale does not by itself change the registration. What changes is the entity behind that registration, which is why financing parties usually check the register entry separately from the corporate approval.
Can a group move a truck freely between subsidiaries in different EU countries?
Not without checking cabotage rules first. A vehicle registered to one group entity can be restricted in how it carries goods for another group entity established in a different member state, regardless of common ownership.
Eva Kuipers advises on governance disputes and group decision-making, including matters that reach the Enterprise Chamber (Ondernemingskamer).
This pattern, a corporate decision that does not automatically extend to every register and licence beneath it, is not unique to logistics and transport, but the specific registers and licences are. For governance and structuring questions more broadly, see Corporate law and governance. The same question of what a group decision actually reaches recurs elsewhere: compare it with how group decisions play out in maritime and offshore, and with how a restructuring plan is built in retail and e-commerce.
Before a reorganisation closes, a structure report reviewed before an investment sets out which entity holds which licence, asset and contract, and the register entry on manifestly improper management by directors explains what follows when those checks are skipped and the company later fails. A structure report maps the entities, licences and registered assets of a group before you rely on a decision taken above them.
Last legal review: 2026-09-28