# A works council was not consulted on a group decision in a fifty-fifty joint venture
When a group decision affecting a Dutch joint venture company is taken without the works council being consulted first, you face a fork: press the entrepreneur for retrospective consultation, ask the Enterprise Chamber, a Dutch court, to rule that the decision could not reasonably have been taken, or seek urgent suspension of implementation. In a fifty-fifty joint venture, neither parent can outvote the other to reverse the decision on its own, so the works council's own standing before the court becomes the primary lever.
What happens if you do nothing
If the works council does nothing, the decision stands and is treated as validly taken. In a joint venture, this quickly becomes a matter of corporate law and governance rather than a simple employment relations question, because implementation runs through both parents' reporting lines and a reallocation of activities or headcount between the joint venture and its shareholders becomes harder to unwind the longer it sits. Delay also weakens any later request to the Enterprise Chamber, since inaction is read as acceptance. The right to be consulted does not revive once the moment has passed.
The routes
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Request retrospective consultation | A formal letter to the ondernemer (the entrepreneur, the works council's statutory counterparty), no filing | Weeks, the entrepreneur sets the pace | Correspondence only, no court fee | Possible revision of the decision, with no binding force |
| Enterprise Chamber ruling | A written petition and a hearing, conducted with Dutch-qualified counsel of record | Typically months, the court sets the calendar | Court fee for the petition plus preparation time | A ruling that the decision could not reasonably have been taken, and measures such as reversal or a standstill order |
| Interim relief alongside the ruling | An urgent application for interim measures, filed with the petition | Days to weeks, an expedited hearing | Court fee for the interim application | A temporary halt to implementation pending the main ruling |
What decides between them
Under Dutch law, the works council's right to be consulted attaches to the entity whose organisation, staffing or activities the decision actually affects, and that is the first fact to establish. Second, whether the decision is already implemented: reversal is a live remedy mainly before implementation is complete, so urgency shifts the balance toward interim relief. Third, the deadlock built into a fifty-fifty structure: because neither parent can instruct the other to unwind the decision, a ruling from the Enterprise Chamber carries more practical weight here than in a group with one controlling shareholder, since it is the one route that does not depend on the two parents agreeing with each other.
The deadline that runs
A short statutory period applies to lodging the Enterprise Chamber petition, running from the moment the works council became aware of, or was formally informed of, the group decision. That period is strict and measured in weeks: confirm the exact term before you rely on it, since it is not reproduced here without a confirmed source. There is no equivalent fixed deadline for a retrospective consultation request, but the longer the works council waits, the more that delay counts against it later.
Evidence to secure now
- The document or board minute recording the group decision, and the date on which the works council was told, if at all.
- Correspondence between the joint venture company and each parent about the decision and its implementation.
- The joint venture agreement and the articles of association, to establish which entity's works council holds the right to be consulted.
- Any earlier advice requests on related matters, since a pattern of selective consultation strengthens the case that this decision was deliberately excluded.
Cost drivers
The principal driver is whether the matter is resolved by correspondence or proceeds to a contested Enterprise Chamber hearing: a settled retrospective consultation costs materially less than a full petition and hearing. Court fees apply to the petition and, separately, to any interim application, set by the court itself rather than by the structure of the joint venture. No public figure specific to fifty-fifty joint venture cases is published, because the fee schedule runs per procedure, not per corporate structure.
What we would do in the first week
Fix three dates first: when the group decision was taken, when the works council learned of it, and when implementation began or is due to begin. Pull the joint venture agreement and the articles to confirm which entity's works council has standing. Send the entrepreneur a written request for retrospective consultation, on the record, to preserve the position regardless of which route is chosen later. If anything has already been implemented, assess urgency for interim relief within the same week.
What this does not cover
- Consultation duties toward works councils established outside the Netherlands, which follow a different regime.
- The substantive test for when a parent-level decision counts as a group decision for consultation purposes.
- Remedies between the two joint venture parents themselves, as opposed to the works council's own standing.
- Situations where the joint venture company has no works council in place.
Questions
Which works council has the right to be consulted in a fifty-fifty joint venture?
The works council of the entity whose organisation, staffing or activities the decision actually affects, which is normally the joint venture company itself rather than either parent, even when the decision is formally taken at parent level.
Can the works council stop the group decision on its own?
No. The works council can ask the Enterprise Chamber to rule that the decision could not reasonably have been taken and to order measures, but it cannot reverse the decision itself: implementation still depends on the parents and the joint venture's own governance.
Does the fifty-fifty structure change which remedy works best?
Yes. Because neither parent can outvote the other to unwind the decision, a ruling from the Enterprise Chamber matters more here than in a group with one controlling shareholder, since it is the one route that does not require the two parents to agree.
Sanne de Wit advises on joint venture structures and the governance duties that run through a shared holding, including how works council rights sit across parents that hold equal stakes.
This situation sits under dissolving a joint venture. Related: the situation where an informal group practice contradicts the articles of a joint venture turns on the same question of where real authority sits inside a shared structure. Outside the joint venture context, a disputed set-off after the filing date in a private equity structure and the German filings held inside a structure report address adjacent group-level questions, and an exit in the technology and SaaS sector shows the same governance question in a different context.
A structure report sets out the corporate chart of the joint venture and its parents, including which entity holds the works council's counterparty role, at a fixed price shown on that page. If you want the fork above set against your own facts, route this to a note.
Last legal review: 2026-10-07