# Professional services: how shareholders get out
A shareholder in a Dutch professional services firm exits by selling shares, but the buyer often has to hold the same professional qualification or registration as the seller, and client files usually require individual consent before they move. This differs from an ordinary trading company, where a share sale carries the business with it automatically. The route, the price and the timing all turn on whether the incoming holder is admitted to the relevant professional body, and on whether clients agree to the handover.
Why this arises in professional services
Professional services in the Netherlands, accountancy, notarial practice, legal practice and many advisory firms, sit under a supervisory or self-regulatory body: the corporate practice we run most often touches this at exactly the point where a shareholder wants out and the buyer is not, or not yet, a member of that body. A trading company's value sits in stock, contracts and premises. A professional firm's value sits largely in the personal standing of its practitioners and in client mandates that are not automatically transferable. The regulator or professional body exists to protect the client relationship and the public function of the profession, not the shareholder's exit, and that is precisely the friction point.
The relevant body differs by profession. Accountancy organisations are supervised through the register kept by the Nederlandse Beroepsorganisatie van Accountants (NBA). Notarial offices sit under the Koninklijke Notariële Beroepsorganisatie (KNB), which also governs appointment to a notarial office, a different mechanism from an ordinary share sale. Legal practices register their advocaten with the Nederlandse Orde van Advocaten (NOvA). General consultancies and most other advisory firms carry no sector-specific regulator beyond the ordinary trade register kept by the Kamer van Koophandel (Chamber of Commerce), so their exits follow the general rules for a Dutch B.V. exit that apply outside this sector.
The mechanics in short
Most professional practices trade through a B.V. or a cooperation of B.V.s, with a shareholders' agreement layered on top of the statutory articles of association. Three mechanisms decide how a shareholder actually leaves:
A transfer restriction in the articles, the blokkeringsregeling (share transfer restriction), typically requires the departing shareholder to offer shares to the remaining shareholders first, before any outside buyer is considered. The shareholders' agreement usually sets a valuation route, often formula-based rather than open-market, precisely because professional goodwill is hard to price and the parties want to avoid a fresh dispute each time someone leaves. Good-leaver and bad-leaver clauses then adjust that valuation depending on why the shareholder is leaving and what covenants they accept on the way out, chiefly a non-compete and a client non-solicitation undertaking.
Where the profession is regulated, a fourth step sits on top of the first three: the incoming holder has to clear the relevant professional body before the transfer completes, or the transfer is structured so that voting rights and capital stay with someone who already holds the qualification until the buyer does.
The pattern specific to this sector
The situation that arises only here, and would be the wrong analysis for a trading company or a real estate holding, is this: a departing shareholder in a regulated professional practice cannot simply sell to whichever buyer offers the best price. Rules on who may hold capital and voting rights in the practising entity have been under revision across several of these professions in recent years; check the current position with the relevant body before you rely on any description of who may hold shares, and do not assume the position that applied even two years ago still holds.
A second point specific to the sector is the client file itself. Handing a client relationship to a new professional, whether because a partner leaves or because the firm is sold, typically requires the client's own consent to the transfer of the file, and in regulated professions the outgoing professional's duty of confidentiality survives the exit and constrains how the file can even be discussed with a buyer during due diligence. This is why due diligence on a professional services target is usually done on anonymised or aggregated client data, not on the files themselves, until very late in the process.
What to check
Read the articles of association for the transfer restriction and any valuation formula before assuming an open-market price applies. Confirm whether the buyer, or the entity through which the buyer will hold shares, meets the admission requirements of the relevant professional body, and do this before signing rather than as a closing condition. Check the shareholders' agreement for good-leaver and bad-leaver definitions and for the scope of any non-compete or non-solicitation clause. Confirm what client consent process applies to file transfer, and update the UBO register held at the Chamber of Commerce once the change in shareholding takes effect.
Regulator and structure by profession
| Profession | Regulator or register | Typical restriction on transfer | What the buyer needs |
|---|---|---|---|
| Accountancy | NBA register | Capital and voting rights often tied to licence-holders | Active NBA registration, or a bridging structure |
| Notarial practice | KNB, appointment regime | Office itself is not simply sold, succession is governed separately | Appointment as notary through the statutory succession route |
| Legal practice | NOvA register | Client files carry confidentiality duties that survive the transfer | Client consent to file handover; buyer need not always be an advocaat |
| General consultancy | Chamber of Commerce trade register only | Ordinary blokkeringsregeling under the articles, if any | No professional admission requirement |
What this does not cover
- The tax treatment of a shareholder exit, including capital gains and any participation exemption: that sits outside this note.
- Employment law consequences for a departing partner who also holds an employment contract with the firm.
- A worked valuation methodology for professional goodwill: firms use different formulas, and none is a matter of law.
- Exit mechanics for a professional firm that is not organised through a B.V., for example a partnership without legal personality, which follows a different route entirely.
Questions
Can a private equity investor buy a stake in a Dutch accountancy practice?
The position on who may hold capital and voting rights in an accountancy practice has been under revision; check the current rule with the NBA before assuming a straightforward share sale is possible.
What happens to client files when a partner leaves a Dutch law firm?
The file does not transfer automatically. The client's consent is generally needed, and the outgoing lawyer's confidentiality duty continues to apply to what is discussed about the file during and after the handover.
Is selling a notarial practice the same as selling shares in an ordinary B.V.?
No. A notarial office is subject to an appointment and succession regime governed by the KNB, which operates alongside, not instead of, any share transfer in the underlying B.V.
Last legal review: 2026-09-29
Author: Eva Kuipers. Responsibility zone: governance and the Enterprise Chamber. Eva works on shareholder disputes, governance structures and the mechanics of exit inside Dutch companies.
For a comparison outside this sector, see how shareholders exit a real estate holding, and for a different sector angle entirely, tax incentives available to energy and renewables businesses. Where the exit involves cross-border directors, how Swedish director and officer information is reported sets out a comparable register position, and where a departing director also carries personal exposure, the cost of notifying inability to pay as a director is the relevant procedure.
This sits within our wider work on corporate structures and governance. Where you need the shareholding chain and director history set out before a transfer, a structure report sets out the corporate chain, shareholders and filed director information as held at the trade register.