# An informal group practice contradicts the articles after the statutory deadline has passed
Where a group's actual practice, financing, approvals, reporting lines, has drifted away from what the statuten (articles of association) provide, and the period to challenge the resolution behind that practice has already run, you have two live routes left: bring the statuten into line with practice through a formal amendment, or ask the Ondernemingskamer (Enterprise Chamber) to examine and correct the conduct itself. The choice turns on whether you need the structure fixed for the future or the past conduct reviewed.
This is, at root, a question of corporate law and governance: who controls the mismatch, and who can still be made to answer for it. If neither route is taken, the mismatch simply persists. Directors keep acting on the informal practice while the statuten say otherwise, and every decision taken on that basis stays exposed to a challenge on its substance rather than its form. A shareholder, a creditor or a liquidator can later argue the practice was never properly authorised. That gap between paper and practice does not close itself once the deadline for annulment has passed, it only changes which tool remains available to close it.
The routes
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Formal amendment of the articles (statutenwijziging) | A general meeting resolution followed by a notarial deed | Weeks once the resolution is secured | Notarial tariff and the Chamber of Commerce filing | Practice and statuten aligned going forward; past conduct is not addressed |
| Inquiry request to the Enterprise Chamber (enquêteprocedure) | A request showing reasonable grounds to doubt proper policy or conduct | Months from filing to a first ruling | Court fee for the request, plus the cost of any investigator the court appoints | Judicial examination of the conduct, and, where warranted, provisional measures |
| Confirmation that the underlying resolution was void, not voidable | Legal review of the specific ground for nullity | Depends on the ground and the evidence available | Cost of the review; no court fee if no proceedings follow | Certainty on whether the missed deadline is a problem at all |
An inquiry request is filed by, and conducted with, Dutch-qualified counsel of record: a party outside the Netherlands cannot bring one alone.
What decides between them
Three questions decide the fork. First, do you need the past conduct examined, or only the future practice fixed: an amendment fixes the future only, while the Enterprise Chamber can look backward as well. Second, who controls the general meeting: if the group that follows the informal practice also controls the vote, an amendment will not happen without pressure, and the Enterprise Chamber route becomes the practical one regardless of preference. A related but distinct situation arises where the annual accounts were filed late and someone has noticed, which follows an entirely different deadline. Third, whether the resolution behind the practice was voidable, in which case the closed deadline is the whole problem, or void, in which case no deadline ever ran in the first place.
The deadline that runs
The deadline you have missed is the period to challenge a voidable resolution: once it runs out, that specific tool is gone, and it does not revive because the practice continues or because someone raises it again. What still runs are separate matters: any deadline attached to the Enterprise Chamber route itself, and the ordinary limitation periods on underlying claims, such as a claim in damages against a director, which sit on their own clock, much as a trustee later clawing back a payment received in good faith runs on a different clock again. Which of these still runs is a fact-specific question, and it depends on when the practice, or the resolution behind it, first became known to you.
Evidence to secure now
Whatever route you choose, the same file supports it. Gather the current statuten, the resolutions actually taken, and the correspondence or minutes showing the informal practice operating alongside them. Establish the date on which you, or the person you represent, became aware of the practice: that date decides which deadlines have run and which have not. Preserve the Chamber of Commerce filing history and the group's shareholding structure, since the Enterprise Chamber will ask about both control and status, not conduct alone. Where a foreign entity sits inside the chain, for example a Greek subsidiary, an ownership chain report answers exactly that question in one document.
Cost drivers
Cost follows the route, not the size of the mismatch. An amendment is driven by the notary's tariff and the Chamber of Commerce filing charge, both fixed regardless of how tangled the practice has become. An inquiry request is driven by the court fee for the request itself and, where the Enterprise Chamber appoints an investigator, by the hours that investigator works, a figure the court sets rather than one you can estimate in advance. Legal work to prepare either route under Dutch law is priced on the file, not on a rate you could back into from a total.
What we would do in the first week
We would first fix the date on which the practice, and the resolution behind it, became known to you, since that date governs every deadline that follows. We would map the current statuten against the actual practice, clause by clause, to identify exactly where the two diverge. We would establish who controls the general meeting, because that fact alone often decides which route is realistic rather than theoretical. Where the group has a foreign leg, we would commission the ownership chain to confirm who actually sits where before a Dutch court is asked to look at anything.
What this does not cover
- A practice that contradicts the articles where the deadline to challenge the resolution has not yet passed: that is a faster, different fork.
- The separate question of improper management liability against a director, addressed in the documents that establish improper management liability.
- Cross-border recognition of any Enterprise Chamber order once it is made.
- A group with no entity incorporated in the Netherlands: the Enterprise Chamber has jurisdiction only over Dutch entities.
Questions
Can the deadline to challenge the resolution ever be revived?
No. Once the period to challenge a voidable resolution has run, that specific route is closed permanently. It does not restart because the practice continues or because a new party becomes aware of it. What may still be open is a claim on a different ground, such as nullity, or a route that was never subject to that deadline, such as the Enterprise Chamber.
Does the Enterprise Chamber require the deadline to challenge the resolution to still be open?
No. An inquiry request examines the conduct and policy of the body, not the validity of a single resolution, so it is not barred by the same period. It carries its own conditions on standing and on the threshold of doubt about proper conduct, separate from the annulment clock.
What happens to decisions taken under the informal practice if nothing is done?
They remain in place and continue to bind the parties who acted on them, but they stay exposed to a challenge on the substance if a shareholder, creditor or liquidator later raises the mismatch. Time does not cure the gap between the statuten and the practice; it only narrows which tool is left to address it.
Sanne de Wit advises on group structures, holding arrangements and the governance gap between formal articles and informal practice, within the firm's structures, holding and tax responsibility zone.
Where the practical fork points toward the Chamber, an inquiry request to the Enterprise Chamber sets out standing, the threshold and the procedure in the Netherlands. Confirming the ownership chain behind a mismatched practice starts with a structure report, which sets out entities, control and filings as they currently stand at the Chamber of Commerce.
Last legal review: 2026-10-08