# Professional services: decisions taken at group level
A professional services group rarely has one seat that can bind the whole group. Where each partner holds their stake through a personal holding company, a "group decision" runs through two separate consent layers at once: the shareholders' or members' meeting of the operating entity, and the partner-to-partner agreement sitting alongside it. Knowing which layer governs a given change decides whether a resolution is valid, enforceable, or neither.
Why this arises here
Most corporate groups have a single parent whose board resolves and whose subsidiaries follow. A professional services group is structured the other way round: the operating company or cooperative sits in the middle, and each partner holds a minority stake in it through their own holding company. There is no single controlling parent to instruct the operating entity.
This pattern exists because professional liability, retirement, and admission of new partners are managed at the level of the individual, not the group. Each partner's holding company is a separate legal person with its own Kamer van Koophandel (Chamber of Commerce) registration, its own board, and its own vote. A group decision is therefore, in substance, a negotiation between as many decision-makers as there are partners.
The mechanics in short
Two instruments govern a change at group level, and they do not always require the same thing.
The operating company's or cooperative's own articles of association set the formal, statutory route: a resolution of the general meeting of shareholders or members, taken under whatever quorum and majority the articles fix. This route governs statutory acts, such as an amendment to the articles, a merger, or a change in capital.
Layered on top, a cooperation agreement (samenwerkingsovereenkomst) between the partner holding companies sets a separate, often stricter, consent threshold for matters that the articles do not reach: admission or exit of a partner, the profit-sharing formula, use of the shared brand, or disposal of the client base. This agreement is a private contract between the holding companies, not a corporate-law instrument, and it is usually not filed anywhere.
The gap between the two is where disputes arise. A resolution can be valid under the operating entity's articles and still trigger a breach claim under the cooperation agreement if the partner-level threshold was not met, or the reverse: a change agreed unanimously between partners may need a separate, formally convened meeting of the operating entity before it takes legal effect.
The pattern specific to professional services
This double-layer structure is what distinguishes the sector from, for example, a retail or manufacturing group, where a single shareholder or a parent board can usually bind the operating subsidiary directly. It is also distinct from a real estate holding structure, where the decision-making layer typically tracks asset ownership rather than personal partner status.
The situation that only arises here is this: because each partner's personal holding company is both the shareholder and the individual whose professional conduct is at stake, a governance dispute at group level frequently overlaps with a professional-conduct or client-relationship dispute. A partner who is outvoted at the cooperation-agreement level and a partner whose professional standing is separately in question are often the same actor in the same dispute, which the statutory shareholder framework alone does not resolve.
What to check
Before treating any resolution at group level as final, check five things: whether the operating entity is a BV or a cooperative, since the default meeting rules differ; whether partner holdings sit directly or through an intermediate holding layer; what the cooperation agreement requires as a consent threshold for the specific decision in question; whether the trade register filing for the operating entity lists all partner holding companies as shareholders or members; and whether professional indemnity cover is held at the level of the operating entity, the individual holding companies, or the partners personally.
Decision levels in a professional services group
| Level | Decision body | What it governs | Threshold source |
|---|---|---|---|
| Operating company or cooperative | General meeting of shareholders or members | Statutory acts: amendment of articles, merger, change in capital | Articles of association |
| Partner-to-partner layer | Meeting of partner holdings under the cooperation agreement | Partner admission or exit, profit-sharing formula, brand and client-base decisions | Cooperation or partnership agreement |
| Individual partner | Board of the partner's own holding company | The vote cast at either level above | The holding company's own articles |
Where a change touches both a statutory act and a partner-level matter, both consents are needed, and neither substitutes for the other.
What this does not cover
- This page does not cover licensing or registration requirements specific to a regulated profession within the sector, such as notaries or accountants.
- It does not cover the tax treatment of a personal holding structure or of partner exit payments.
- It does not cover works council consultation, which turns on the size of the workforce, not on the ownership structure described here.
- It does not cover drafting a cooperation agreement; it describes what such an agreement typically governs.
- It does not address disputes that are, in substance, professional-conduct matters rather than shareholder or partner governance matters.
Questions
Is a professional services group usually one legal entity or several?
Usually several. A central operating company or cooperative sits alongside a separate holding company for each partner, and each entity carries its own trade register registration.
Does the cooperation agreement between partner holdings need to be filed anywhere?
No public filing requirement attaches to a cooperation agreement between partner holding companies as such; it is a private contract, distinct from the operating entity's articles of association, which are filed.
What happens if a partner's holding company votes against what the cooperation agreement requires?
The vote at the operating entity's meeting is usually still valid under company law if the statutory quorum and majority were met. A vote inconsistent with the cooperation agreement instead gives rise to a claim between the holding companies under that agreement, separately from the corporate resolution itself.
This page is written by Eva Kuipers, whose responsibility zone at the firm is governance and Enterprise Chamber matters. Her work focuses on how decision rights are actually allocated inside a structure once the articles, shareholder agreements and, in this sector, partner-to-partner agreements are read together.
Where the decision points to structure rather than dispute, the relevant next step is usually within corporate law and governance, and where the question is which entity actually held a given decision right at a given date, a structure report sets out the ownership chain and the entities in it, priced by tier and delivered against the trade register and the articles on file.
The same question arises with a different governance layer in a real estate group's decision-making structure, and with a different set of post-transaction pressures in the integration steps that follow closing in a financial services deal. Where the ownership chain itself needs mapping outside the Netherlands, the same report format is available for tracing an ownership chain in Sweden. Where a partner holding company has fallen behind on pension contributions rather than on a governance vote, the relevant filing route is set out under director liability for unpaid pension premiums.
Last legal review: 2026-09-29