# Blokkeringsregeling — the definition and the document behind it
Blokkeringsregeling (share transfer restriction scheme) is the clause in a Dutch private company's articles of association that stops shares moving to an outsider without a step first: an offer to the existing shareholders, their approval, or both. It sits in the deed of incorporation and its amendments, filed with the trade register, not in a separate register entry of its own.
The Dutch term and its working English translation
Blokkeringsregeling is the term used in the articles themselves and in practice. The working English translation is "share transfer restriction scheme"; some practitioners write "blocking clause" or "blocking arrangement" for the same mechanism. All three describe a restriction on the transfer of shares in a besloten vennootschap (private company, BV). Under the applicable Dutch rules, a BV is free to include such a clause or to leave transfer unrestricted; there is no single mandatory wording.
Where it is recorded and who may see it
The clause lives in the statuten, drafted as part of the notarial deed of incorporation and repeated or changed in any later amending deed. The trade register at the Dutch Chamber of Commerce holds the fact that articles exist and the date of the last amendment; it does not display the clause text on the public extract.
| Element | Recorded in | Who may see it |
|---|---|---|
| Existence of a blokkeringsregeling | Articles of association (statuten) | Anyone, from a trade register extract |
| Full wording of the clause | Deed of incorporation or amending deed | Anyone who orders the deed itself |
| A later waiver or removal | Amending deed, notarised | Anyone who orders that deed |
To read the clause, you order the deed, not the extract. A structure report compiles that deed alongside the rest of the corporate file so the clause does not have to be chased separately.
Why it matters commercially
A buyer, a pledgee or an incoming co-investor who assumes shares are freely transferable can find the transfer challenged by a co-shareholder who was never offered them. The consequence depends on the exact wording: some clauses make a non-compliant transfer void, others make it merely voidable at the co-shareholder's initiative. Either way, the check belongs before signing, not after. The point recurs wherever a co-director has acted without the other side's knowledge, for example where a co-director acted alone and bound the company.
Worked illustration
A parent company sells its shares in a Dutch subsidiary to an outside buyer. The articles contain a blokkeringsregeling requiring the shares to be offered to the co-shareholder first. No offer is made. The co-shareholder learns of the sale after completion and brings the matter before a Dutch court, arguing the transfer never took effect against it. The facts here are invented; the mechanism they illustrate is not.
Adjacent terms
The clause is often discussed alongside decharge (discharge of directors' liability), which addresses a different risk in the same articles: see the register entry on discharge of directors' liability. Where the shares in question sit in a regulated or strategically sensitive sector, a transfer can also trigger a separate screening step, covered under investment screening review.
What this does not cover
- This entry does not state whether a given company's articles actually contain the clause: that is a document check, not a general rule.
- It does not cover the separate statutory offering duty that applied before the Flex-BV reform; that history is not addressed here.
- It does not cover transfer restrictions in a naamloze vennootschap (public limited company) or in non-Dutch entities.
- It does not give the wording a specific company should adopt: that is drafting advice, not a register description.
Questions
Is a blokkeringsregeling still compulsory in a Dutch BV?
No general rule requires it. Under the applicable Dutch rules a BV's founders decide at incorporation whether to include a transfer restriction, and existing companies can remove or amend one by a later amending deed.
Where do I find out whether a specific company has one?
Order the deed of incorporation and any amending deeds from the trade register; the public extract alone will not show the clause. A structure report compiles those deeds as part of the corporate file.
Last legal review: 2026-09-23