Professional services: what a shareholder can force
A shareholder in a professional services firm can force disclosure of the annual accounts, a general meeting, and, where governance has broken down, an inquiry request to the Enterprise Chamber. What differs here is that shares are usually restricted to registered professionals, so a governance dispute is frequently tangled with a licence question that a shareholder in any other sector never faces.
Why this arises in professional services
Accountancy, notarial, engineering and consultancy practices in the Netherlands are commonly structured as a BV whose shares are held only by the professionals who work in the firm. The shareholders' agreement carries a qualification clause: you hold shares because you are registered, and you stop holding them the moment you are not. Many of these firms layer a foundation (stichting administratiekantoor, STAK) between the professionals and the operating company, splitting economic entitlement from voting control.
This layering changes what a shareholder-rights question actually is. A request for the annual accounts or a call for a meeting is the same mechanism as in any sector. What is different is the second question that sits behind it: is the person asking still a qualifying holder, and does a pending disciplinary matter at the professional register affect what they can force.
The mechanics in short
Under the applicable Dutch rules, a shareholder can request the annual accounts, require a general meeting to be convened, and, where the company's conduct or its decision-making cannot be justified on reasonable grounds, apply to the Enterprise Chamber for an inquiry. These routes exist independently of sector. In a corporate law and governance context, the choice between them turns on whether the shareholder needs information or needs the board's conduct examined.
In a professional services firm, the same request is filed against a backdrop the company will usually raise first: whether the requesting shareholder still meets the qualification the shares were issued on. That objection does not defeat the shareholder-rights claim, but it is argued alongside it, and it is argued faster than in a firm with no such clause.
The pattern specific to this sector
Three features are particular to professional services and would be the wrong analysis for a retailer or a manufacturer.
The qualification clause. The right to hold shares is conditional on registration with the relevant professional body. Loss of that registration, whether through deregistration, suspension or a disciplinary sanction, triggers a mandatory offer of the shares, usually at a formula price set in the shareholders' agreement rather than at market value.
The register that touches it. The professional's status sits on a public or semi-public register kept by the relevant professional body, separate from the Trade Register. A dispute about a forced transfer is frequently a dispute about what that register currently shows, and about the date from which a suspension is treated as having taken effect for share purposes.
The situation that only arises here. A shareholder who is suspended, but not struck off, sits in a position with no equivalent in other sectors: still formally a shareholder, but arguably no longer meeting the clause's condition. Whether the other shareholders can invoke the exit clause during a suspension, rather than waiting for a final decision, is a question the shareholders' agreement answers, or fails to answer, before any court is asked.
Cross-border structures compound this. Where the STAK certificates or the professional's holding vehicle sit outside the Netherlands, a forced transfer can require the same beneficial-ownership disclosure a foreign structure would face on any other exit; the mechanics are the same as for a Swiss beneficial-owner disclosure under a structure report, applied to a professional practice instead of a holding company.
What to check before you act
- The exact wording of the qualification and exit clause, and whether it distinguishes suspension from deregistration.
- The professional's current status on the relevant register, as of today, not as of the date of the last dispute.
- Whether the STAK deed, if there is one, gives the foundation board a role in the timing of a forced transfer.
- Whether the shareholder is also a director, since a director who is a suspended professional can carry a separate exposure, of the kind seen in director liability objections for unpaid pension premiums, that a purely economic shareholder does not.
- Whether the annual accounts and meeting minutes are current; a stale filing record is itself grounds for a request.
Rights and how the sector pattern changes them
| Right | General position under Dutch law | What the professional-services pattern adds |
|---|---|---|
| Annual accounts request | Available to any shareholder, regardless of sector | Unaffected by the qualification clause; the right stands even if registration is in question |
| General meeting | Can be forced where the statutory or agreed threshold is met | Convening notice often triggers the qualification review as a parallel item |
| Enterprise Chamber inquiry | Available where conduct cannot be justified on reasonable grounds | Frequently argued together with a dispute over the requesting shareholder's current qualification |
| Share transfer | Governed by the articles and the shareholders' agreement | Mandatory in professional services once the qualification condition fails, at a formula price, not a negotiated one |
The same layering appears outside shareholder disputes: a sector-specific closing mechanic, such as the conditions attached to a chemicals transaction closing, is built the same way, around what is specific to that sector rather than around a general template.
What this does not cover
- The disciplinary procedure before the professional regulator itself, which runs on its own rules and its own register.
- The exact terms of any STAK deed; these vary firm by firm and are not summarised here.
- Cross-border partnership structures where the professional is registered abroad and only the operating company sits in the Netherlands.
- The valuation formula used to price a forced transfer, which is a matter of the individual agreement, not of statute.
Questions
Does losing a professional registration automatically take away the shares?
No. It triggers an obligation to offer the shares under the clause the shareholders agreed. Until that offer completes, the person remains a shareholder of record.
Can a suspended, rather than deregistered, professional still request the annual accounts?
Yes. The right to request accounts is a shareholder right, not a professional-standing right. A suspension is relevant to the exit clause, not to this request.
Is the professional register the same as the Trade Register?
No. The Trade Register, held by the Chamber of Commerce, records the company and its shareholders. The professional register is kept separately by the relevant professional body and records the individual's standing to practise.
Author: Eva Kuipers, governance and Enterprise Chamber matters. Eva works on shareholder disputes where a company's decision-making is challenged before the Enterprise Chamber, and on the governance layer of holding and foundation structures.
If you need to see how a specific professional services structure sits together before you send a request or a notice, a structure report sets out the chain of holding entities, the foundation layer if one exists, and the filings currently on record, without acting on your behalf. For the wider governance and shareholder-rights context, see the corporate governance and shareholder matters practice, or the same right examined in a different setting at how a shareholder's request works inside a real estate holding structure.
Last legal review: 2026-09-29