# Technology and SaaS: what a shareholder can force
A minority shareholder in a Dutch technology or SaaS company can force disclosure of the annual accounts and can request an inquiry into the company's policy and the conduct of its affairs, but neither route reaches the software itself. Where source code, the platform and customer contracts sit under separate intellectual property assignments rather than on the company's own balance sheet, forcing "the company" to answer and reaching the product are two different questions. Shareholder rights under Dutch law attach to the legal person, not automatically to what it operates, and this page holds that distinction throughout.
Why this arises here
A Dutch SaaS company is usually a lean besloten vennootschap (private limited company) that owns little that is tangible. Its value sits in code, customer contracts and a cap table shaped by successive funding rounds. Founders frequently write, or commission, the software before incorporation, or through a separate contracting entity, and assigning that intellectual property to the BV is a contract, not a consequence of holding shares. A shareholder inquiry into the company does not automatically extend to whoever still holds the code. Investor rounds add a further layer: shareholders' agreements with preference stacking, anti-dilution and drag and tag rights sit alongside, and in practice sometimes override, the statutory minority protections available in any Dutch company.
The mechanics in short
The statutory toolkit available to a shareholder in any Dutch company also applies here: the right to convene or request a general meeting, the right to the annual accounts under the applicable Dutch rules, and, where governance has genuinely broken down, an inquiry request to the Enterprise Chamber (Ondernemingskamer) concerning policy and conduct of affairs. The Enterprise Chamber sits within the Amsterdam Court of Appeal, and for a foreign shareholder the practical question is usually whether the dispute has to go before a Dutch court at all, or whether it can be resolved through the shareholders' agreement instead. None of the statutory routes compels disclosure of source code, customer data or the terms of a shareholders' agreement unless that document is itself part of what the inquiry examines. A shareholder who wants visibility into the product, rather than into the company as a legal person, needs a contractual information covenant negotiated at the time of investment. Where none exists, the statutory route stops at the company's own records.
The pattern specific to technology and SaaS
Four features recur in this sector and change what a minority position is actually worth. First, the ESOP or option pool dilutes common shareholders on a schedule the board controls, and a holder without a veto over pool top-ups can watch a percentage fall without any breach occurring. Second, vesting and reverse vesting clauses make a founder's shareholding conditional: a bad-leaver event can trigger a buy-back at a price fixed in the shareholders' agreement, not at fair value, and that price is enforceable regardless of how the departure is characterised. Third, liquidation preference stacking across funding rounds means a minority holder's return on exit can be zero even where the company sells for a positive price, because preferred rounds are paid out first. Fourth, and specific to this sector: the intellectual property assignment chain from founder or contractor to the BV is a private document, not a register entry, and a gap in that chain is a structural risk that shareholder rights do not detect or repair on their own.
What to check
Before relying on any statutory route, establish four things: the current cap table and whether the option pool is fully allocated or held in reserve; whether every material piece of code, every domain and every account credential has been formally assigned to the operating BV, with no gap left at an earlier entity or an individual; the leaver provisions and buy-back pricing in the shareholders' agreement; and the ranking of preference shares across each funding round, which determines what a given percentage actually pays out on exit. The trade register at KVK confirms current shareholders and registered directors, but it does not confirm the intellectual property assignment chain, which sits entirely in private contracts.
Where this typically shows up
| Right | What it forces | Typical SaaS complication |
|---|---|---|
| Annual accounts | Company must produce filed or drawn-up accounts | Accounts show the BV's position, not the product's, if IP sits outside the balance sheet |
| General meeting | Company must convene or account for refusal | Investor-held board seats can control the agenda regardless of the request |
| Enterprise Chamber inquiry | Independent examination of policy and conduct of affairs | Reaches governance conduct, not the commercial terms of a shareholders' agreement, unless that conduct is itself in issue |
| Contractual information covenant | Whatever the shareholders' agreement specifies | Exists only where negotiated at investment; absent by default |
What this does not cover
- It does not cover the drafting of a shareholders' agreement, an ESOP scheme or a vesting clause.
- It does not cover valuation of shares or of a company for exit or buy-back purposes.
- It does not cover data protection obligations arising from customer data held on the platform.
- It does not cover disputes where the holding structure or the investors sit outside the Netherlands.
- It does not cover the substance of an intellectual property assignment; it flags the gap, not the remedy.
Questions
Can a minority shareholder force disclosure of the source code?
No statutory route reaches the source code directly. Disclosure depends on a contractual information covenant in a shareholders' agreement, or on the code itself being properly assigned to and held by the company whose records are examined.
Does an inquiry at the Enterprise Chamber examine the shareholders' agreement?
It examines the company's policy and the conduct of its affairs, which can include conduct under a shareholders' agreement where that conduct is itself the subject of the complaint, but the agreement's commercial terms are not reviewed for fairness as such.
What happens to a minority position when a new funding round closes?
The percentage held is diluted according to the round's terms and any option pool top-up, and the economic value on exit is further reduced by whatever preference ranking applies to earlier and later rounds, independently of the shareholder's percentage.
About this material
Eva Kuipers, governance and the Enterprise Chamber. Eva works on shareholder disputes, board conduct and inquiry proceedings for Dutch companies with foreign shareholders.
For groups where this sector angle meets a wider structuring question, see the corporate law and governance practice, which sets out the general shareholder route in the Netherlands. Comparable sector patterns exist elsewhere: board structure in automotive supply chains turns on a different fact pattern, and closing mechanics in food and agri transactions shows how a different asset base changes the sequence entirely. Where the ownership chain itself needs mapping outside the Netherlands, see how an ownership chain is traced in Vietnam. The register entry for a Dutch supervisory board member sits at commissaris.
A structure report sets out the cap table, the shareholding chain and the intellectual property assignment position as they currently stand in the trade register and in the documents supplied, without advising on what to do once a gap is found.
To route a specific dispute rather than research it further, submit it as a note to the corporate law and governance practice above.
Last legal review: 2026-09-29