A family company that runs on decisions taken around the kitchen table, while the statuten (articles of association) require the board or the general meeting to resolve, faces two routes: formalise the practice, or enforce the articles as written. The first preserves the family arrangement; the second reopens every decision taken outside it. A limitation period runs from each resolution you want to challenge, so the choice cannot wait indefinitely.
What happens if you do nothing
Nothing changes on paper, and the gap between practice and statuten widens with each unminuted decision. Resolutions taken informally by a parent, a founder or a family council remain formally void or voidable under the applicable Dutch rules, even where everyone in the family has always accepted them.
That exposure does not stay theoretical. A buyer, a bank or a co-shareholder who later checks the corporate file will find resolutions the articles do not permit and minutes that do not exist. Directors who continued an informal practice they knew or should have known conflicted with the articles carry a real risk of improper-management liability once someone outside the family looks at the record.
The routes
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Formalise the practice | A shareholder resolution and, where the mismatch touches the statuten themselves, a notarial deed of amendment | Weeks to a few months | Notarial and registration fees, drafting time | A structure that matches what the family actually does, defensible to a bank or a buyer |
| Enforce as written | A formal demand to the board or the general meeting, followed if necessary by proceedings to have the non-conforming decisions declared void | Months, longer if contested | Court fees and legal costs of the proceedings | Certainty that only decisions taken through the articles bind the company |
| Inquiry proceedings | A request to the Ondernemingskamer (Enterprise Chamber) asking it to examine whether the informal practice amounts to wanbeleid (mismanagement) | Months from filing to a first ruling | Court fees and the cost of the onderzoeker (investigator) the Chamber appoints | An independent finding on the record, and standing to seek remedial orders |
Choosing between the first two is usually a matter of family cohesion against legal certainty. The third is reserved for cases where the informal practice has already caused, or is causing, damage that the family cannot resolve between itself.
What decides between them
The question is not which route is theoretically correct, it is what you need at the end. If every family shareholder still agrees on the substance and only the paperwork is missing, formalisation closes the gap without confrontation. This is a question of corporate law and governance rather than of dispute strategy.
If the disagreement is about substance, not paperwork, for example one branch of the family objects to how distributions have actually been decided, enforcement as written puts the disagreement on the record rather than leaving it informal. Inquiry proceedings sit above both: they are the route where a minority shareholder cannot get the majority to correct the practice at all.
Where the informal practice has also produced a compliance failure with its own separate clock, for example annual accounts filed late, that failure does not wait for you to resolve the governance question first.
The deadline that runs
A resolution taken in breach of the statuten can be void from the outset, or voidable within a limitation period that starts running from the date of the resolution or the moment the person challenging it became aware of it, under the applicable Dutch rules. The precise trigger depends on which defect is alleged, and no public figure for the period is cited here because the point is not confirmed for this row.
What matters in practice: the longer the family treats the informal practice as normal, the harder it becomes to argue later that a particular resolution was never validly taken. Waiting does not preserve your position, it erodes it.
Evidence to secure now
Before any route is chosen, assemble what actually happened: minutes if they exist, correspondence that stands in for minutes, bank mandates, and the version of the statuten actually in force, including every amendment. A mismatch between the registered statuten and the version the family believes applies is common and decisive.
Where the family company sits inside a wider structure, reviewing the full ownership chain, for example through a structure report, shows whether the informal practice originates at this company or is inherited from a parent or an affiliate. That distinction changes which route is available.
Keep a separate note of who took each disputed decision, in what capacity, and whether any other shareholder or director was informed at the time. This is the record any court, notary or onderzoeker will ask for first.
Cost drivers
Formalisation is driven by notarial and registration fees and the time needed to draft an amendment that the family will actually sign. Enforcement is driven by court fees and the length of the proceedings, which rises sharply if the other side contests standing or the validity of the underlying resolution. Inquiry proceedings add the cost of the court-appointed onderzoeker, which is set by the Enterprise Chamber and not by either party. No specialist rate is quoted here, because none is published for this row.
What we would do in the first week
Fix the current version of the statuten against what the family actually practises, line by line, before anything else. Identify every resolution taken outside that text in the last two years and mark which of them still matters commercially, such as distributions, transfers of shares or related-party transactions.
Then decide, on that list, whether the family still agrees on substance. If it does, formalisation is drafted in parallel with securing sign-off from every shareholder whose consent the statuten require. If it does not, the demand letter that starts the enforcement route is prepared before the next family decision compounds the gap further.
What this does not cover
- This brief does not cover disputes that have already reached litigation; it addresses the choice before proceedings start.
- It does not cover the position where the company has already entered insolvency, where a trustee may later claw back a payment made in good faith under a separate regime.
- It does not state the limitation period in months or years, because no confirmed figure is available for this row.
- It does not address tax consequences of amending the statuten or of ratifying past distributions.
- It does not cover a family company under Dutch law that also has a parent or shareholder outside the Netherlands; the ownership chain there needs its own check.
Questions
Does an informal family practice ever override the written articles?
No. Under the applicable Dutch rules, the written statuten govern unless validly amended; a consistent informal practice does not itself amend them, however long it has run.
Can the family simply ratify past decisions instead of unwinding them?
Often yes, where every shareholder whose consent the statuten require agrees to ratify, but ratification does not cure a decision that a court has already declared void.
Who can bring an inquiry request over an informal practice like this?
A shareholder meeting a statutory capital or shareholding threshold, or the company itself, can request the Enterprise Chamber to examine the practice; the applicable threshold is not stated here because it is not confirmed for this row.
Author
Hugo Steenbergen — Corporate law and governance. Eva works on disputes between shareholders and boards, including cases where informal family practice diverges from the written constitution.
Next step
This situation sits under holding formation where the articles and the actual governance of a group are brought back into line. A structure report sets out the current ownership chain and the statuten in force, which is the starting document for either route above.
Last legal review: 2026-10-08