# A conflict of interest was not declared before the vote when the counterparty sits outside the Netherlands
When a conflict of interest was not declared before a corporate vote and the counterparty sits outside the Netherlands, you face a fork: treat the resolution as voidable and try to unwind the transaction, or accept the resolution and pursue the conflicted party for the loss it caused. Which branch fits depends on whether the transaction with the foreign counterparty can still practically be undone.
What happens if you do nothing
An undisclosed conflict does not, on its own, make the resolution void under the applicable Dutch rules. It makes the resolution voidable, and voidability has to be invoked by someone with standing before it lapses. If nobody acts, the resolution stands and binds the company as if the conflict had never existed.
Meanwhile the transaction with the foreign counterparty runs its course. Funds or assets may already be moving across a border where a later Dutch court order will not reach them on its own. Every week of silence is read, in practice, as ratification of what happened, and it narrows the window in which the defect can still be raised.
The routes
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Internal challenge at a fresh meeting | Notice to the company, no court filing | Weeks | Advisory time and postal or registered service if the counterparty must be notified | A fresh resolution, or a formal ratification that closes the point |
| Voidability action before a Dutch civil court | A claim supported by evidence of the undisclosed conflict | Months, longer where service abroad is required under the Hague Service Convention | Value of the claim and the complexity of cross-border service | A court order the company must observe; enforcement against the foreign counterparty needs a separate recognition step there |
| Inquiry request to the Ondernemingskamer (Enterprise Chamber) | Standing as a shareholder above the applicable threshold, or another qualifying capacity | Months from filing to an interim order | Scope of the inquiry, not the value of the underlying transaction | Interim measures that can suspend the resolution, and a public report on what actually happened |
This is a question for corporate law and governance as soon as the internal route fails, because from that point the company's own conduct, not just the transaction, is in issue.
What decides between them
The first question is practical: can the transaction with the foreign counterparty still be reversed, or has it already been performed and the value already moved? If it has moved, a Dutch order to undo the resolution does not by itself bring the money back; you need a route the counterparty's own jurisdiction will recognise.
The second question is what you actually need. If you need documents and a record of what happened, the inquiry route produces that as a matter of course. If you need speed because a payment is imminent, an application for interim relief inside a voidability action fits better than an inquiry request.
A related question, separate from this one but often raised alongside it, is whether the person who failed to disclose can be held personally liable; that is addressed under wrongful act liability against a director rather than under the validity of the resolution itself.
The deadline that runs
A period runs from the moment the conflict became known, or ought reasonably to have become known, to the person entitled to invoke the defect. Its length is set by the applicable Dutch rules on the validity of corporate resolutions; this area has been under revision, so check the current position before treating any stated length as settled.
Where the counterparty sits outside the Netherlands, service on it does not extend that period. It only reduces the time you have left once the formalities of cross-border service, translation and, where required, legalisation are added on top. Build in that time when you plan the first filing.
Evidence to secure now
- The company's register extract and the minutes, invitation and attendance record of the meeting in question.
- Any correspondence that ties the conflicted party to the counterparty: a common directorship, a common controlling interest, or shared instructions.
- Whatever disclosure was made, or should have been made, of the interest before the vote was taken.
- The counterparty's own registered seat and controlling chain, which for many jurisdictions can be established through a structure report on a Cyprus beneficial owner or its equivalent for the jurisdiction in question.
Cost drivers
The court fee for a voidability action is set by the applicable Dutch court fee schedule and driven mainly by the value attached to the claim. Cross-border service adds translation and, in some cases, legalisation costs on top of the fee itself, and it is the main driver that differs between a purely domestic case and this one.
An inquiry request has a separate fee structure driven by the scope of the request rather than the value of the underlying transaction. Where proceedings before the civil court are needed, they are conducted with Dutch-qualified counsel of record; that instruction is a matter of time engaged, not a figure this page states.
What we would do in the first week
1. Pull the register extract for the Dutch company and, separately, establish the counterparty's own registered position abroad.
2. Secure and date-stamp the minutes and disclosure record before anyone can amend them.
3. Map the beneficial ownership chain behind the foreign counterparty through the relevant structure report.
4. If a payment or transfer is imminent, assess whether an application in kort geding (interim relief proceedings) is warranted before the voidability period runs further.
What this does not cover
- It does not address a non-disclosure by a supervisory board member rather than a managing director; the standing and the test differ.
- It does not set out recognition and enforcement of a Dutch order in the counterparty's own jurisdiction, which is governed by that jurisdiction's own rules.
- It does not cover criminal exposure for the person who failed to disclose.
- It does not address a case where the conflict concerns a transaction unrelated to the Netherlands at all, such as an exit event; that sits under an exit charge appearing when the holding moves and is a different fork entirely.
Questions
Does the resolution automatically become void if the conflict was not declared?
No. Under the applicable Dutch rules, a resolution taken with an undisclosed conflict is at most voidable, not automatically void. Someone with standing has to invoke the defect within the period that runs from discovery.
Does it matter that the counterparty is not a Dutch entity?
It matters for enforcement, not for the internal validity question. Undoing the resolution is governed by Dutch law; recovering what the foreign counterparty received is a separate recognition question governed by that counterparty's own jurisdiction.
Can an inquiry request compel the foreign counterparty to produce documents directly?
No. An inquiry examines the Dutch company's own conduct and policy. It can reach communications the company itself holds with the counterparty, but it does not compel the foreign entity to produce documents it holds abroad.
Author
Sanne de Wit, structures, holding and tax. She works on the corporate structures behind cross-border governance disputes, including the beneficial ownership chains that sit behind a foreign counterparty.
Related to this problem: a director appointed without the right formalities in a cross-border setting raises the same standing questions from a different angle. For the governance route in more detail, see the Enterprise Chamber inquiry service. A structure report sets out the registered position and controlling chain of a Dutch or foreign entity and is the factual basis most of the routes above depend on.
If you need the fork above mapped to your own facts and deadline, request a route note.
Last legal review: 2026-09-30