A conflict of interest was not declared before the vote in a family-owned company
When a family member votes on a matter in which they hold a personal interest, and that interest was not disclosed before the vote, the resolution stands until someone challenges it. You face a fork: correct it internally through a fresh resolution, or challenge it in court as voidable. The right choice depends on family cooperation and on how much time is left to act.
What happens if you do nothing
The resolution remains in force. Any decision taken under it, a related-party sale, a remuneration award, a loan to a family member, stays valid and third parties dealing with the company can rely on it. The period within which the resolution can still be challenged keeps running while you wait. Once it lapses, the conflict becomes unchallengeable on this ground, whatever the underlying merits.
In a family-owned company this matters more, not less: the same relatives who voted often sit on both sides of the transaction being ratified, and inaction is read by the rest of the family as acceptance.
The routes
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Internal correction | A freshly convened general meeting that ratifies, amends or rescinds the earlier resolution, with the conflict properly disclosed this time | Weeks, if the family cooperates | Number of shareholders to convene and whether a quorum is contested | A clean resolution, without a court record |
| Civil claim to have the resolution declared voidable | A claim before the civil court, or interim relief proceedings (kort geding, interim relief proceedings) if urgency justifies it | Months for ordinary proceedings, weeks for interim relief | Complexity of the underlying transaction and whether interim relief is sought | A binding ruling on the resolution, enforceable against the company |
| Enterprise Chamber inquiry request | A request to the Enterprise Chamber where the undisclosed conflict points to a wider pattern of mismanagement, not a single vote | Months | Scope of the inquiry requested and the number of respondents | An independent investigation, and interim measures if granted |
What decides between them
Internal correction only works if the family member who benefited is willing to see the vote unwound, or outvoted honestly this time. Where that cooperation is absent, a civil claim is the direct route: it targets the single resolution and stops there.
The inquiry route is for a different problem. It fits where the undisclosed conflict is one instance of a governance pattern, not an isolated lapse. Filing it over a single vote when the relationship is otherwise functional is disproportionate and the Enterprise Chamber treats it as such.
Whether a third party has already relied on the resolution, taken delivery, released funds, registered a transfer, narrows the field to the civil claim, since unwinding by internal vote no longer protects that third party.
This sits within corporate law and governance, and the underlying instrument to check first is not the law itself but the company's own rules: the articles of association and, where one exists, the shareholders' agreement, both of which typically state how a conflict must be declared and by when.
The deadline that runs
Under the applicable Dutch rules, a resolution taken without the required disclosure of a personal interest is voidable, not automatically void, and the right to have it set aside lapses after a limited period measured from the resolution or from when the affected party became aware of it. The exact length of that period, and which of the two starting points applies to your facts, needs checking against the current position before you rely on it: this note does not publish an unconfirmed figure. Treat the window as short and act on that assumption rather than wait for certainty.
Evidence to secure now
Before memories and paper drift, collect: the minutes of the meeting itself, including who chaired it and what was disclosed or not disclosed; the voting record showing how the conflicted family member voted; the agenda and any notice sent to shareholders beforehand; correspondence, including informal messages, that shows when the personal interest existed and who knew of it; and the company's articles and any shareholders' agreement provision on conflicts.
Where the same director's own appointment is also irregular, that is a separate but related question: see a director appointed without the right formalities, since the two issues are often litigated together in family companies.
Cost drivers
Court fees and official charges follow the route chosen and the value of the underlying transaction; no fixed figure applies across all cases and none is stated here without the current schedule to hand. What drives the total is the number of parties to serve, whether interim relief is sought alongside the main claim, whether documents need translation for a party abroad, and whether the family structure itself needs mapping before the claim can be framed. Where the family holding runs through a foreign entity, that mapping is a separate piece of work, not a legal cost: a structure report sets out the ownership chain and what it costs, independently of any court fee.
What we would do in the first week
Secure the minutes and the voting record before anyone amends the file. Map the family shareholding, including any entity abroad; where a Czech entity sits in the chain, a group map report for that jurisdiction shows the links a boardroom account will not. Check whether the transaction ratified by the vote also touches financing between the company and a foreign parent, since a resolution approving intra-group financing can raise a separate question of whether the financing structure is recharacterised as equity. Then decide, on the calendar rather than on sentiment, whether interim relief is still available.
What this does not cover
- Criminal liability of the director or shareholder for the underlying transaction.
- Minority buy-out or exit remedies once the governance dispute is established.
- Tax treatment of the transaction the conflicted vote approved.
- Cases where the company's parent sits outside the Netherlands and foreign law governs the parent-level vote.
- Sector-specific director liability, which follows its own pattern in regulated sectors such as energy and renewables or insurance.
Questions
Does an undisclosed conflict make the vote automatically invalid?
No. Under the applicable Dutch rules the resolution is voidable, not void from the outset. It remains in force, and third parties can rely on it, until a court sets it aside or the company corrects it through a fresh resolution.
Can the family correct this without going to court?
Yes, where the party who benefited is willing to see the vote reconsidered. A new general meeting, with the conflict properly disclosed this time, can ratify, amend or rescind the earlier resolution without a court record.
What if the company has already acted on the resolution?
Where a third party has taken delivery, received payment or registered a transfer in reliance on the resolution, internal correction no longer protects that party. A civil claim, rather than an internal vote, becomes the direct route.
This note sets out the fork and what each branch costs in time, not a recommendation for your facts. Where the position turns out to differ from what is set out here, act on the current rule, not on this page. Where you want a route mapped against the actual family shareholding and any entity abroad, the starting document is a shareholders' agreement review, and the next practical step is a routed note on the facts as they stand.
Last legal review: 2026-09-30