# Exit, buy-out and squeeze-out
Exit, buy-out and squeeze-out are the three routes available under Dutch law when a shareholder relationship in a Dutch BV or NV breaks down and cannot be repaired by negotiation. This page sets out which route applies, the order of steps, who acts at each step, and what drives the cost in court fees and official charges.
The situations that bring people to this route
You recognise this situation if a co-shareholder has made your position untenable through conduct at board or shareholder level, and staying in is no longer realistic. You recognise it differently if you are the majority holder and one remaining minority shareholder is blocking a sale, a reorganisation or a simplification of the capital structure that everyone else wants. You also recognise it if a shareholders' agreement has an exit clause that the other side disputes, and the dispute has to go to a Dutch court to be resolved rather than settled at the table.
Each of these leads to a different procedure. A shareholder who wants out asks the court to order the other shareholders to buy their shares; this is uittreding (buy-out). A shareholder or group of shareholders who wants a remaining minority out asks the court to order the transfer; this is uitstoting (squeeze-out). Both sit within corporate law and governance work at Dutch companies, and both are decided by the Ondernemingskamer (Enterprise Chamber), the specialist chamber of the Amsterdam Court of Appeal that hears Dutch company disputes.
The route, step by step
| Step | Who acts | What happens |
|---|---|---|
| 1. Position assessment | You and your legal team | Establish which route fits: buy-out, squeeze-out or a contractual exit under a shareholders' agreement, and whether the Enterprise Chamber or another Dutch court is the competent forum |
| 2. Evidence and correspondence | You | Assemble the conduct, resolutions, minutes and correspondence the claim rests on; this is what the court tests first |
| 3. Pre-action letter | Dutch-qualified counsel of record, on your instruction | A formal notice setting out the claim and inviting a negotiated exit before filing |
| 4. Filing | Dutch-qualified counsel of record | The petition or writ is filed with the competent Dutch court, together with the supporting documents |
| 5. Response and evidence exchange | The other party, then both sides | Written responses, further evidence, and in most cases a hearing before the court |
| 6. Interim measures, if needed | The court, on request | Where urgent harm is shown, the court can order interim steps while the main proceedings continue |
| 7. Judgment on the exit | The court | The court orders the buy-out or squeeze-out, or dismisses the claim; it can also order a valuation |
| 8. Valuation, if ordered | Court-appointed expert(s) | An independent valuation of the shares, on the basis and date the court sets |
| 9. Transfer | Notary, on the parties' or the court's instruction | The shares are transferred against payment, and the register at the Chamber of Commerce is updated |
What the timeline actually looks like
A buy-out or squeeze-out petition before the Enterprise Chamber runs, in practice, to several months between filing and a first substantive ruling, longer where a valuation is ordered. Uncontested cases, where the other side does not resist the exit in principle, move faster than cases where conduct itself is disputed. An appeal to the Supreme Court, where available, adds a further period measured in months rather than weeks. We give you a realistic estimate for your specific matter once we have seen the shareholders' agreement and the conduct at issue, not before.
What we need from you before we start
Send the articles of association and any shareholders' agreement currently in force. Send the resolutions, minutes and correspondence that document the conduct you rely on, in chronological order where possible. Tell us whether any shareholder is resident outside the Netherlands or is a non-Dutch entity, since that changes service of process and, in some cases, the applicable jurisdiction rules. Tell us whether a sale, financing round or reorganisation is time-pressured, since that changes whether interim measures are worth requesting.
What drives the cost
The court registry fee for filing an Enterprise Chamber petition is fixed under the applicable Dutch rules and depends on the type of party filing. Notarial charges for the eventual share transfer are separate and set by the notary independently of this firm. Where a court-ordered valuation is needed, the valuer's fee is set by the court or agreed between the parties and is charged directly, not through us. Translation becomes a cost driver where a shareholder, a document or a governing agreement is not in Dutch, and legalisation becomes one where a party or an asset sits outside the Netherlands. The number of counterparties and the number of jurisdictions involved are the two factors that most reliably predict how the matter scales.
The decisions that stay with you
Whether to attempt a negotiated exit before filing, and for how long, is your decision, not ours. Whether to accept a settlement offer during proceedings, at any value, is yours alone to make. Whether to appeal an unfavourable ruling, given the further time and the further registry fee that entails, is a decision we set out the trade-offs for but do not make for you. Whether to pursue interim measures, given that a refused request can affect how the court views the main claim, sits with you once we have shown you both sides of that choice.
What can go wrong
A petition can be dismissed where the conduct alleged does not meet the threshold the Dutch court applies, which is why the evidence-gathering step matters more than the filing itself. A valuation can produce a share price neither side expected, since the court's expert values on the date and basis the court sets, not the basis either party proposed. Service of process on a shareholder outside the Netherlands can add weeks where formal channels of notification apply. Where any of these risks is live in your matter, we flag it before filing, not after.
Questions
Can a minority shareholder force a majority shareholder to buy them out?
Yes, through the uittreding (buy-out) route, where the minority shareholder shows that the conduct of the other shareholders has made it unreasonable to expect them to remain a shareholder. The court decides on the facts put before it, not on the wish to leave alone.
Does squeeze-out require a shareholder to hold a specific percentage of the shares?
A shareholder holding almost all of the shares in a Dutch company has a statutory route to acquire the remainder; the exact threshold and procedure sit under the applicable Dutch rules and are confirmed for your structure once we see the cap table.
Is the Enterprise Chamber the only court that can order an exit?
For the statutory buy-out and squeeze-out routes, yes; other exit disputes arising from a shareholders' agreement can go to the ordinary Dutch court named in that agreement, or to arbitration where the agreement provides for it.
Can the process run in parallel with a sale of the company?
It can, but a live buy-out or squeeze-out claim is disclosed to a buyer as part of due diligence, and most buyers price the uncertainty into the deal rather than proceed around it.
What happens if the other shareholder is based outside the Netherlands?
The claim still goes to the Dutch court, but service of process and, in some cases, recognition of any judgment abroad add steps; we set out the specific route once we know the shareholder's jurisdiction.
What this does not cover
- Ordinary shareholder disputes that do not concern an exit, such as disputes over dividend policy or management remuneration.
- Enforcement of a judgment against assets located outside the Netherlands, which is a separate procedure governed by the rules of the jurisdiction where the assets sit.
- Tax structuring of the exit proceeds, which sits with your tax adviser and is not part of this route.
- Valuation modelling itself; we instruct and manage the court-appointed valuer, we do not value the shares ourselves.
Related reading
A shareholder exit inside a group with more than one Dutch entity often surfaces alongside a wider group reorganisation, and the two are worth planning together rather than sequentially. Where the dispute has already produced an internal investigation, our page on internal reviews sets out how that workstream is run separately from the court claim. Where the counterparty structure includes an entity abroad, an ownership chain report for Bahrain shows what that kind of structure report contains. Where a claim also involves a former director, see trustee and director claims for how that route differs from a shareholder exit.
Next step
Start with a 30-minute scoping call: bring the articles of association, any shareholders' agreement, and the correspondence or resolutions you rely on, and you leave the call knowing which route fits and what the court will test first. Before that call, a structure report on the entity in question can confirm the current shareholding and any changes made shortly before the dispute arose. This work sits within our wider corporate law and governance practice under Dutch law.
Author: Eva Kuipers, Governance and the Enterprise Chamber. Eva advises on shareholder disputes, board conduct and Enterprise Chamber proceedings.
Last legal review: 2026-09-30