A share transfer was blocked — deadline passed

# A share transfer was blocked by the transfer restrictions after the statutory deadline has passed

When the response period set by a company's transfer restrictions lapses without a qualifying reply, the shareholder is normally free to complete the transfer to the named buyer. A board that keeps refusing to register it once the deadline passed forces a choice between three routes: a written demand, summary proceedings before a Dutch court, or, only where the refusal points to a wider deadlock, an inquiry request. Which one fits depends on how fast the register entry has to change.

What happens if you do nothing

The transfer stays unregistered in the shareholders register the company keeps, and the buyer holds no more than a contractual claim against the seller. The board's silence does not undo the lapse of the response period, but it stops the deed having full effect towards the company and third parties. Left unresolved, the position gets harder to reconstruct: who received the offer, on what date, and whether anyone replied in time. If the board later disputes that the deadline passed at all, a thin paper trail is the difference between a fast order and a contested hearing.

The routes

If the board's refusal sits inside a wider corporate law and governance dispute rather than a single missed step, the route you pick changes accordingly.

Route	What it takes	Time	Cost driver	What it gives you
Written demand to the board	The offer record, the date it was sent, proof the response period ran and lapsed, and the deed	Days to a few weeks	Mostly time; no court fee	Cooperation where the board overlooked the lapse, or a clear record if it did not
Summary proceedings (kort geding, interim relief proceedings) before a Dutch court	The same evidence, standing as seller or buyer, and representation conducted with Dutch-qualified counsel of record	Typically weeks	Court fee, bailiff's writ, counsel's time	An enforceable order to register the transfer, usually backed by a penalty for continued refusal
Enterprise Chamber inquiry request	Standing that meets the statutory threshold, and evidence of mismanagement beyond this one transfer	Months	The proceedings themselves and the appointed investigator's costs, usually advanced by the company	An appointed investigator with access to the company's records and, where warranted, interim measures

The inquiry route is not built to unblock a single transfer. It addresses a pattern; the transfer itself still needs the demand or the summary proceedings to move.

What decides between them

If the refusal looks like an oversight, or the board disputes only the facts, the written demand resolves most cases without a filing. If the board disputes the facts and still refuses to act once corrected, only an enforceable order from a Dutch court moves the register forward, which points to summary proceedings. Where the blocked transfer is one symptom of a broader problem, board deadlock, withheld information, disputed valuations, the inquiry route addresses the pattern but does not itself register the transfer: expect to run summary proceedings alongside it, not instead of it. A dispute of this kind is different in shape from one where a shareholder demands the company buy out their stake after a deadline passes, which turns on a valuation, not on registering a transfer already agreed.

The deadline that runs

The transfer restrictions in the articles set their own response period, and Dutch law also sets an outer limit the articles may not exceed. Once you can fix the date the period started and the date it lapsed without a qualifying response, a second and separate deadline starts running: the practical window before delay lets the company argue that your conduct afterwards, continuing to negotiate, accepting a later valuation round, showed you treated the transfer as still open rather than complete. Fix the date the deadline passed and act on it without a gap.

Evidence to secure now

The transfer restrictions clause in the articles of association, in the version filed with the trade register at the time of the offer.
The written offer, its date, and proof of when the company or the other shareholders received it.
Any written response, or the documented absence of one, and the date the response period was due to end.
Correspondence in which the board or a shareholder disputes that the period ran or lapsed.
The draft or executed deed of transfer and the notary's file reference.

Where the file is incomplete, a structure report scoped to the cap table and register history before closing fills that gap; see the before-closing structure check for what it covers.

Cost drivers

The written demand costs mainly time: drafting, sending, and waiting for a reply. Summary proceedings add a court fee, a bailiff's writ for service, and representation conducted with Dutch-qualified counsel of record; the total moves with how many hearings the board forces and whether it appeals. An inquiry request adds the appointed investigator's costs, usually advanced by the company but occasionally allocated to a shareholder found to have caused the deadlock. No figure for any of these is published for this specific scenario under Dutch law; ask for a scoped estimate before you commit to a route.

What we would do in the first week

1. Pull the trade register filing for the version of the articles in force at the time of the offer and confirm the transfer restrictions clause it contains.

2. Fix the date the response period started and the date it lapsed, with the underlying correspondence attached.

3. Send a written demand to the board, copied to the other shareholders, requiring registration and cooperation with the deed.

4. Brief Dutch-qualified counsel of record on the summary proceedings option in parallel, so a writ can go out immediately if the demand is ignored.

What this does not cover

Transfer restrictions that work through a consent mechanism rather than an offer mechanism, which run a different sequence and a different deadline.
Disputes about the price fixed under the offer procedure once the transfer itself is no longer contested.
Tax consequences once the transfer proceeds, including cases where a holding is asked to prove it is not a conduit.
Transfers of shares in a company listed on a regulated market.
Cross-border recognition of a Dutch court order once obtained; compare the cross-border points in a trustee's liability claim for the estate deficit, which turns on similar recognition questions in a different procedure.

Questions

What happens to a share transfer if the response period under the transfer restrictions lapses without a reply?

Under the applicable Dutch rules, if the articles condition the transfer on giving the company or the other shareholders a chance to respond within a set period, and that period lapses without a qualifying response, the shareholder is normally free to transfer to the named buyer. The company's later refusal to register the transfer does not undo that lapse, though it can still force enforcement through a Dutch court.

Can the company still refuse to register the transfer after the deadline has passed?

Yes, refusal happens in practice even once the deadline passed, usually because the board disputes the facts, the validity of the original offer, or the date the period began to run. Refusal does not itself invalidate the transfer, but it stops the transfer having full effect towards the company and third parties until cooperation or a court order follows.

Does an inquiry request to the Enterprise Chamber resolve a single blocked transfer?

No. The inquiry procedure examines mismanagement across the company's affairs and can lead to an appointed investigator and interim measures, but it is not designed to compel registration of one specific transfer. Where the dispute is isolated to that transfer, summary proceedings before a Dutch court are the narrower and faster route.

About the author

Sanne de Wit works on structures, holding arrangements and the tax positions that sit under them. This note covers the governance mechanics of a blocked transfer; it does not cover the tax position of either party once the transfer proceeds.

Next step

Where the file needs to be scoped before you choose a route, request a route note setting out which of the three paths fits your dates and your evidence. This sits within the board and governance service, alongside the wider governance work that practice covers.

A share transfer was blocked by the transfer restrictions after the statutory deadline has passed