A shareholder in a Dutch payment institution or e-money institution can force information, inspection and inquiry proceedings on the same terms as in any other sector, but cannot force a change of control on those terms alone. Any transfer, pledge enforcement or share issue that shifts a qualifying holding needs the regulator's clearance first, whatever a Dutch court has ordered.
Why this arises here
Payment institutions, e-money institutions and most account information and payment initiation providers hold a licence supervised by De Nederlandsche Bank, with the Authority for the Financial Markets supervising conduct. This is a prudential feature of the sector, not a governance choice made by the company itself, and it sits above and independent of whatever the articles of association or a shareholders' agreement say.
The licence attaches to the legal entity, and anyone acquiring or increasing a holding that crosses the regulatory threshold in that entity needs a declaration of no-objection before the holding takes effect. This is what makes shareholder disputes in payments and fintech a corporate law and governance question with an extra actor in the room: the regulator does not take a side in the dispute, but it can stop the remedy that a Dutch court has granted from being carried out.
The mechanics in short
The ordinary toolkit is unchanged. A shareholder can request the annual accounts under the statutory filing duty, exercise the inspection rights that attach to the shareholding, and, where mismanagement is arguable, bring inquiry proceedings before the Enterprise Chamber (Ondernemingskamer) under the applicable Dutch rules. The Enterprise Chamber can order an investigation, appoint an outside director, or suspend a decision, and none of that differs by sector.
What differs is what happens once the Enterprise Chamber's order or a settlement calls for a change of control. A sale of shares, an enforcement of a pledge over shares, or a capital raise that dilutes an existing holder below or above the threshold, all engage the same regulatory review that any ordinary acquisition of the licensed entity would trigger. The court order sets the obligation; the regulator's clearance sets the timing.
The pattern specific to payments and fintech
Three things arise here that would be wrong to write for any other sector.
First, a court-ordered transfer does not complete on the court's timetable. A minority shareholder who wins an order forcing the majority to sell, or forcing a sale to a third party, still has to wait for the buyer to clear the qualifying-holding review, and neither the Enterprise Chamber nor the company can shorten that review.
Second, the regulator often already holds information the shareholder is fighting to obtain through inspection rights. Safeguarding of client funds, incident reporting and outsourcing arrangements are all subject to separate reporting duties to the regulator, so an inquiry into mismanagement can turn as much on what has already been reported upward as on what the board discloses to shareholders directly. None of that supervisory file is available to a shareholder as of right.
Third, where the shares sit in the group changes which regime applies. Shares in the entity that holds the licence attract the qualifying-holding review. Shares in an agent, a distributor or a technical service provider operating under someone else's licence, common in this sector's outsourced and white-label arrangements, do not automatically attract it, even where the entities sit in the same group and the commercial dispute is identical.
Where the routes actually differ
| Shareholder action | Standard corporate route | Fintech-specific complication |
|---|---|---|
| Request annual accounts | Statutory filing duty; request to the company | None specific to the sector |
| Inspect company records | Inspection right attaching to the shareholding | Client fund and outsourcing records may sit in a separate regulatory report the shareholder cannot obtain |
| Bring inquiry proceedings | Enterprise Chamber can order investigation or interim measures | Any measure that changes control still needs regulatory clearance to take effect |
| Force a sale or exit | A Dutch court can order a transfer of shares | The buyer needs a declaration of no-objection before the transfer completes |
What to check
Confirm first whether the entity whose shares are in dispute is itself the licence holder, or sits above or below it in the chain; the qualifying-holding regime follows the licence, not the dispute. Check whether the change you are seeking, in percentage or in substance, is the kind of change that crosses the regulatory threshold under the applicable Dutch rules, since not every transfer does. Ask whether the regulator already holds reporting relevant to the underlying complaint, because that changes what inspection rights can realistically add. Establish where client funds are held and under whose licence, since that determines who has standing to raise the underlying complaint at all.
What this does not cover
- The conditions for obtaining a payment or e-money licence, or how long that process runs.
- Anti-money-laundering, sanctions or fit-and-proper screening applied to an incoming shareholder.
- Sectors other than payments and fintech; the qualifying-holding pattern does not transfer to an unlicensed business.
- The substantive standard the Enterprise Chamber applies to mismanagement, which is a governance question, not a sector question.
- Disputes where no entity in the corporate chain is licensed in the Netherlands.
Questions
Can a Dutch court force a majority shareholder in a payment institution to sell shares to a minority shareholder?
A Dutch court, including the Enterprise Chamber in inquiry proceedings, can order a transfer of shares as a remedy. The transfer only takes effect once the acquiring shareholder has cleared the regulatory qualifying-holding review, and the order does not bypass that review.
Does the qualifying-holding regime apply to every company in a fintech group?
No. It applies to the entity that holds the licence and, depending on the structure, to entities above it in the ownership chain. Shares in an agent or distributor operating under someone else's licence are not automatically caught.
Can a shareholder get access to information the regulator already holds about the company?
Not as a matter of course. Supervisory reporting held by the regulator is not disclosed to shareholders directly. A shareholder still has to rely on the ordinary information and inspection rights against the company itself under Dutch law.
About the author
Hugo Steenbergen, corporate law and governance. This note covers shareholder remedies in Dutch companies where a regulator sits between the court's order and its execution.
Where this leads
The same tension between a court-ordered remedy and a regulatory gate arises in shareholder rights in professional services firms, though without a licence in the picture, and in clawback claims in technology and SaaS restructurings, where the constraint is contractual rather than regulatory. Where the dispute crosses a border, the practical question is often the ownership chain in a Spanish structure report, or, where a fiduciary sits in the chain, the cross-border effect of a trustee's liability claim for the estate deficit.
Before acting, it is worth mapping exactly where the shares sit and which entity in the group actually holds the licence: a structure report sets out the ownership chain and the entities in it as they are registered, without taking a position on the dispute itself. For the underlying corporate law and governance question, that mapping is the first fact to establish, not the last.
Last legal review: 2026-09-29