# Professional services: how governance actually works here
A Dutch professional services firm is usually governed through a partnership or cooperative layer above the operating BV, not through the BV's own shareholder register. Where the activity is a regulated profession, equity in that layer is closed to unlicensed holders, and partner exit follows the partnership deed, not company law on its own. That is the layer a counterparty coming from another sector will not think to check.
Why this arises here
Law firms, notarial practices, accountancy firms, tax advisory practices and many management consultancies in the Netherlands are built as a partnership of equity holders rather than a single company with outside shareholders. Each partner typically holds an interest through a personal holding BV, and those holding companies sit inside a maatschap (professional partnership) or a cooperative, which in turn owns or controls the operating BV that employs staff and holds client contracts. This layering does not appear in a sector such as real estate, where a single BV with a conventional shareholder register is the norm; see how the picture differs in a real estate governance structure.
The mechanics in short
The usual chain runs from partner to firm in four steps. A partner holds shares in a personal holding BV. That holding BV holds a membership interest in the cooperative, or a partner share in the maatschap, that forms the firm. The cooperative or maatschap, in turn, holds the shares in an operating BV that employs support staff, leases premises and typically holds the client contracts. Admission of a new partner and removal of an existing one are decided under the partnership deed or the cooperative's statutes, by the vote of the existing partners, not under the transfer restrictions that Dutch law applies to an ordinary BV shareholder. When that internal vote is disputed and the structure includes a BV or cooperative, the dispute becomes a corporate governance question that can reach the Enterprise Chamber; a maatschap on its own, with no corporate layer, stays a contract dispute before the ordinary courts.
The pattern specific to professional services
Two features are specific to this sector and would be wrong to assume elsewhere. First, several professions carry a qualification requirement enforced by their own professional register, separate from the trade register held by the Chamber of Commerce (Kamer van Koophandel, KvK): equity that carries a vote in the regulated activity, such as a legal practice, a notarial practice or an audit practice, is commonly restricted to individuals who hold the relevant qualification, and losing it can force a compulsory transfer of the interest. No other sector covered here ties governance rights to an individual's personal licence this way. Second, client files carry a duty of confidentiality tied to the profession itself, not to a contractual non-disclosure agreement, so a due diligence exercise that would open a target's contract file elsewhere meets a narrower, regulator-defined boundary here. Where the firm also belongs to an international network, each country's member firm is typically a separate legal entity bound only by a licence and referral agreement, not by common ownership; mapping that separation before relying on a shared name is the same exercise as tracing a group across borders, for example in a structure report for a Swedish group. A comparable constraint on the underlying asset, rather than on who may hold it, appears in the perfection of a food and agriculture supply contract.
What to check
Before treating a professional services counterparty as an ordinary BV, check four things. Whether the operating BV's shares sit with a cooperative or maatschap rather than with individual partners directly. Whether the partnership deed, not the articles of association, sets admission and exit. Whether the regulated activity restricts voting equity to licensed individuals, and what happens on loss of that licence. Whether any partner also sits as a statutory director of the operating BV, which carries a personal exposure for unpaid pension premiums separate from the partnership interest; the route to enforce that exposure is described in the pension premium liability procedure.
Structure at a glance
| Layer | Legal basis | Who controls admission and exit | What a counterparty should note |
|---|---|---|---|
| Personal holding BV | Dutch company law | The individual partner | Ordinary share transfer rules apply |
| Partnership or cooperative interest | Partnership deed or cooperative statutes | Vote of the existing partners | No statutory minority protection unless the deed provides one |
| Operating BV | Dutch company law | Shareholders of the operating BV, usually the partnership itself | Client contracts and staff usually sit here |
| Professional qualification | The profession's own register | The regulator, not the firm | Loss of qualification can force a transfer of the equity |
What this does not cover
- The qualification and admission rules of any specific profession, which differ by profession and sit with that profession's own register.
- Valuation of partner goodwill on exit.
- Tax treatment of a partnership interest.
- Employment status of associates and staff.
Where any of these bears on a transaction, treat this page as orientation, not a substitute for the file.
Questions
Can a non-Dutch investor hold equity in a Dutch professional services firm?
It depends on the profession. Regulated activities such as legal practice, notarial practice and statutory audit commonly restrict voting equity to individuals holding the relevant professional qualification, regardless of nationality. Unregulated consultancy and advisory work carries no such restriction under company law.
What governs a partner's exit, the articles of association or the partnership deed?
The partnership deed or the cooperative's statutes usually govern admission and exit, not the articles of association of the operating BV. The BV's articles apply to the holding company layer that each partner controls individually, not to the partner's standing within the firm.
Does the Enterprise Chamber hear disputes between partners in a professional services firm?
Only where the structure includes a BV or cooperative and the dispute concerns that entity's governance. A dispute confined to a maatschap with no corporate layer is a contract matter before an ordinary Dutch court, not before the Enterprise Chamber.
Sanne de Wit advises on structures, holding and tax matters, including the partnership and cooperative layers used across professional services firms in the Netherlands.
A governance question in this sector usually starts with the same question as any other: who actually controls the entity you are dealing with. The corporate law and governance practice at Nolthenius & Partners maps that control. A structure report sets out the entities, the holders and the filings behind a Dutch counterparty.
Last legal review: 2026-09-29