# Group reorganisations, mergers and demergers
A group reorganisation restructures how Dutch entities sit relative to each other, through a legal merger (juridische fusie), a legal demerger (juridische splitsing), a share exchange or an internal asset transfer, under Dutch law. Groups use this route to fix tax exposure, resolve ownership friction after an acquisition, or separate an operating business from the assets that carry its risk. It is the right instrument once a group has grown through acquisition and the legal structure no longer matches how the business is actually run. It is the wrong instrument if all you need is a single new holding company; a holding formation resolves that faster and touches fewer entities.
The situations that bring people to it
Three situations bring clients to this route. First, a group assembled through several acquisitions carries duplicate holding layers, inactive entities and mismatched financial years, and the board wants one clean structure before the next transaction or a sale process. Second, founders or co-shareholders need to separate an operating company from a property or intellectual-property holding company, usually ahead of a partial exit or a family succession. Third, a Dutch subsidiary of a foreign group needs to merge into its parent or split off a division into a new Dutch entity, often following an earlier market entry into the Netherlands that has since outgrown its original structure. In each case the group's corporate law and governance question is the same: which structure survives contact with tax, creditors and the register.
The route, step by step
| Step | What happens | Who acts |
|---|---|---|
| 1. Scoping | Confirm the entities involved, the intended end structure, and whether creditors or a works council (ondernemingsraad) have a say | You and us |
| 2. Draft proposal and board resolution | The merger or demerger proposal and the supporting board resolution are drafted and filed at the Trade Register | Us, board signs |
| 3. Creditor opposition period | Creditors get a statutory window to object once the proposal is filed; if none object, the process continues without a court step | Registry and creditors, we monitor |
| 4. Works council or shareholder consultation | Where a works council has an advice right, or the articles require shareholder approval, that step runs in parallel with drafting | You, works council if applicable |
| 5. Notarial deed | A civil-law notary (notaris) executes the merger or demerger deed once the opposition period has passed without action | Notary |
| 6. Registration and effect | The Trade Register records the new structure; the merger or demerger takes legal effect from registration, not from signing | Registry |
| 7. Post-completion clean-up | Bank mandates, supplier contracts, permits and tax registrations are updated to reflect the new entity or structure | You and us |
What the timeline actually looks like
Timing turns on two variables: whether any creditor objects, and whether a works council has an advice right that must run before the board can adopt the resolution. A single-entity merger with no objections and no works council step typically reaches registration within a matter of weeks, most of it taken up by the statutory creditor opposition period under the applicable Dutch rules. Add several weeks where a works council must give advice first, since that process precedes the board resolution rather than running alongside it. A demerger splitting assets between more than two resulting companies, or a structure spanning more than one jurisdiction, generally adds further weeks for coordinating notaries, registries and any required translation outside the Netherlands.
What we need from you before we can start
Before we can scope the route, we need the current group chart with shareholdings and voting rights, and the last two sets of filed accounts for each entity involved. We also need a plain description of the intended end state and confirmation of whether a works council exists at any entity or group level. Tell us whether any loan or lease agreement in the group contains a change-of-control clause, and whether any entity is a party to pending litigation. Where a foreign parent or subsidiary is involved, we need its constitutional documents and confirmation of who holds signing authority on its behalf.
What drives the cost
Three things drive the cost of a reorganisation, and none of them is our fee. The Trade Register filing charge applies per entity and per filing under the applicable Dutch rules, so a multi-entity reorganisation multiplies that charge by the number of entities changing status. The notarial fee for executing the merger or demerger deed is set by the notary, not by us, and it scales with the complexity of the deed rather than with the value of the assets moved. Translation and legalisation add cost where a foreign parent's constitutional documents or board resolutions must be produced in Dutch, and that cost scales with the number of jurisdictions and documents involved, not with group size. Where a foreign entity's own beneficial ownership is unclear before the Dutch filing is drafted, clients sometimes commission a separate check, such as a Belgian beneficial-owner structure report, to confirm what that entity actually holds before signing anything on this side of the border.
The decisions that stay with you
You decide the end state: which entities survive, which are absorbed, and how ownership sits once the structure is complete. You decide the timing relative to any wider transaction, tax year end, or refinancing, since the route can usually be sequenced around a deadline rather than the other way round. You decide whether to disclose the reorganisation to lenders, landlords or key counterparties ahead of filing, where a change-of-control clause makes that advisable. You decide, where a creditor objects, whether to negotiate security or repayment terms rather than let the matter go to a Dutch court.
What can go wrong and what we do about it
A creditor objection is the most common disruption, and it stops the process until it is resolved by agreement or by a Dutch court ruling on adequate security. Where that step is needed, the proceeding is conducted with Dutch-qualified counsel of record, not run informally alongside the filing. A missed or incomplete works council consultation can void a board resolution taken before advice was given, which restarts step four from the beginning. A foreign parent's constitutional documents that do not match what the Dutch notary needs for the deed cause the most common delay in cross-border structures, which is why we ask for them at scoping rather than at drafting stage.
Questions
Is a legal merger the same thing as an asset sale between group companies?
No. A legal merger transfers all assets, liabilities and legal relationships by operation of law under the applicable Dutch rules, without individual assignment. An asset sale requires each asset and contract to be transferred or novated separately, which is slower and needs separate counterparty consent.
Does every group reorganisation involve a Dutch court?
No. Most single-entity mergers and demergers complete through the notary and the Trade Register without any court step. A court becomes involved only if a creditor formally objects and the objection is not resolved by agreement.
Do we need works council advice if the group has no Dutch employees?
Generally not, since the advice right attaches to entities that employ staff in the Netherlands. Where only a holding entity with no staff is involved, this step is typically skipped, though we confirm that on a case-by-case basis at scoping.
Can a foreign parent merge directly into its Dutch subsidiary, or only the other way round?
Both directions are possible under Dutch law, and cross-border mergers into or out of the Netherlands follow an additional procedure layered on top of the domestic steps described here. Which direction makes sense depends on where the group wants the surviving entity to sit.
What happens to existing contracts and permits after the merger takes effect?
Contracts and permits held by an absorbed entity generally pass to the surviving entity by operation of law, but counterparties and permit-issuing authorities still need to be notified so their own records match the new structure. This clean-up step is separate from the legal transfer itself.
What this does not cover
- Tax structuring advice on the fiscal consequences of the chosen route, which sits with our structures, holding and tax work
- Employment law consequences for staff transferred between entities
- The additional procedure required for a cross-border merger governed by EU mobility rules outside the Netherlands
- Valuation of the entities, shares or assets involved in the reorganisation
- Advice on directors' personal exposure during the reorganisation, which is addressed separately under director tax liability
Next step
This page is written by Sanne de Wit, responsible for structures, holding and tax at Nolthenius & Partners. Start with a 30-minute scoping call: bring the current group chart, the last two years of filed accounts for each entity, and a plain description of the end state you want. You leave that call with the route mapped against your entities and a list of what we still need before drafting starts. Where the reorganisation raises a separate question about what a group entity actually holds, our structure report answers that on its own timeline and its own published tiers, independently of this route.
Last legal review: 2026-09-30