# A shareholder wants an inquiry into how the company is run after the statutory deadline has passed
You are here: the notice period that would have given you an inquiry as a matter of right has run. That does not close the file. It moves you from an automatic request to one you must substantiate yourself, and it starts a separate clock on the claims that sit next to it — annulment, damages, dissolution — some of which may already be running out.
What happens if you do nothing
The board continues to act on the policy you object to. Minutes, correspondence and management accounts age, and the people who wrote them move on or forget the detail a court will later ask for. Standing does not improve with time under the applicable Dutch rules: a discretionary request still needs current, dated evidence of mismanagement, not a description of how things felt at the time. Meanwhile, any adjacent claim that runs on its own limitation period keeps running whether you act on the inquiry or not.
The routes open to you now
Three routes remain once the notice window has closed, and they are not equally fast or equally strong.
Discretionary request. You ask the Ondernemingskamer (Enterprise Chamber) to admit the request on reasonable grounds to doubt correct policy, rather than on the automatic right that the missed notice would have given you. The court can appoint an investigator to examine the company's affairs — this is a statutory office of Dutch corporate law and governance, not a service we provide.
Rebuild the qualifying stake. Acquire or aggregate voting rights or proxies to the threshold the automatic right requires, then give the board a fresh, properly timed notice. This restarts the clock correctly, but it depends on counterparties who are outside our control and outside any timeline we can commit to.
An alternative instrument. Where the underlying complaint is a specific resolution, an annulment claim may fit better than an inquiry, and it usually runs to a shorter Dutch court process. Where the complaint is that the company itself is no longer viable as a joint venture, dissolution proceedings may be the closer fit. Both carry their own filing deadlines, separate from the one you have already missed.
| Route | What you must show | What drives the cost | What drives the time |
|---|---|---|---|
| Discretionary request | Reasonable grounds, evidenced, without the presumption the notice route would have given | Court fee, translation of any foreign-held records, the size of the evidentiary file, whether Dutch-qualified counsel of record is needed for the hearing | Weeks to assemble the file, then the court's own calendar |
| Rebuild qualifying stake | A qualifying threshold reached through acquisition or proxy, then a correct fresh notice | Negotiation cost outside this engagement, the number of counterparties whose consent you need | Weeks to assemble, then the notice period itself, run properly this time |
| Alternative instrument (annulment or dissolution) | The narrower statutory grounds for that specific action | Court fee, translation, the number of jurisdictions if directors or shareholders sit abroad | Its own limitation period, which may already be shorter than you think |
The deadline that is still running
The notice deadline you missed governed only the automatic right. It does not, on its own, extinguish the discretionary route or the alternative instruments above. What it does do is remove the presumption that came with it, so the burden of showing grounds now sits with you from day one. Any claim to annul a specific resolution, or to recover loss caused by the policy you object to, carries its own separate period under the applicable Dutch rules, and that period does not pause while you decide between the routes above. Treat the two clocks as independent: missing one does not extend the other.
What we would need to see before advising
- The written notice you sent to the board, and its date
- The board's response, if any was given
- A current shareholding register extract or cap table
- The resolutions or management decisions you are objecting to, in the form they were recorded
- Any other claim already in motion — annulment, dissolution, a damages notice — and the date it was started
A structure report against the company and its shareholding chain is often the fastest way to establish the current cap table and the corporate history a discretionary request needs; it sits alongside this advice rather than inside it.
What this does not cover
- Drafting the inquiry request itself, which is a separate, priced piece of work
- Inquiry-equivalent procedures outside the Netherlands
- Whether you personally qualify for the automatic right — that depends on facts we have not yet reviewed
- Valuation of loss if an inquiry later finds mismanagement, which is a distinct instruction
Questions
Does missing the notice period mean the inquiry request fails automatically?
No. It removes the automatic right and the presumption attached to it. The discretionary route to the Ondernemingskamer remains open under the applicable Dutch rules, but the burden of showing reasonable grounds now sits with you from the outset, with current and specific evidence rather than a general account.
Can I use the automatic right again if I buy more shares now?
Yes, in principle, if the acquisition or proxy arrangement brings your holding to the qualifying threshold. You then need to give the board a fresh, correctly timed notice before filing. This restarts the process cleanly, but the timeline depends on a transaction that sits outside this engagement.
What evidence does the Enterprise Chamber actually want to see?
Dated, internally consistent records: board minutes, correspondence, management accounts, and a clear shareholding history. A discretionary request without a paper trail of this kind is weaker than one built on a documented corporate structure, which is where a structure report is often used as supporting evidence.
Is there an absolute cut-off after which an inquiry can never be requested?
Not in the general sense you are describing here; the discretionary route does not close on a fixed calendar date. What does run out are the separate periods attached to adjacent claims such as annulment, and those periods do not extend simply because the inquiry decision is still pending.
Will the company be told we are looking into this?
Once a request is filed at the Ondernemingskamer, the company is a party to the proceedings and is notified as a matter of Dutch court procedure. Before filing, any register extracts obtained on the company follow the standing and notification rules of the register itself, and we tell you where that applies before you send anything.
Sanne de Wit
Structures, holding and tax. Handles the shareholding and corporate-history evidence that sits under a discretionary inquiry request or a rebuilt qualifying stake.
Next step
Book a 30-minute scoping call: bring the notice you sent, the board's response if any, and the current shareholding register extract, and you leave with which of the three routes above fits your facts and what each one needs first. A structure report can run in parallel to establish the shareholding chain the request will rely on. See also what changes when the request is for dissolution instead and how this exposure sits with the directors involved. Related: where solvency questions inside the group change the calculus and structure filings where a counterparty sits outside the Netherlands. Return to exit and buyout or the corporate law and governance practice.
Last legal review: 2026-10-06