# Geschillenregeling: the term, the register and who may look
Geschillenregeling (dispute settlement scheme) is the statutory route under Dutch law, applicable throughout the Netherlands, by which a shareholder in a BV or NV can be expelled or can withdraw when another shareholder's conduct makes continued cooperation unreasonable. It is decided by the Ondernemingskamer (Enterprise Chamber). The term names a procedure, not a public register: nothing is filed automatically anywhere for a reader to search.
The term and its translation
The term covers two distinct claims, and the direction of the claim is what separates them. Uitstoting (expulsion) lets a shareholder ask the Enterprise Chamber to order another shareholder to transfer their shares away. Uittreding (withdrawal) runs the other way: a shareholder asks the court to order the company, or the other shareholders, to take their own shares over. Both claims require conduct that has damaged the claimant's interests to a degree that continuation cannot reasonably be expected of them, under the applicable Dutch rules. Neither claim exists as an entry you can look up in advance; each exists as a judgment, and only once the case has reached one.
Where it is recorded and who may see it
The scheme itself sits in the company law of the Netherlands, not in any register. What becomes visible afterwards depends on what happened to the claim, not on the term itself.
A judgment of a Dutch court, here the Enterprise Chamber, is a public court decision in principle. Some are published on rechtspraak.nl; publication is selective, and the absence of a case online is not evidence that no judgment was given. A completed share transfer ordered under uitstoting or uittreding is recorded in the company's own shareholders' register, which is not public. Where the transfer crosses the notification thresholds for ultimate beneficial ownership, it also surfaces in the UBO register held with the trade register, on the terms that register allows for the class of user asking. A company's articles of association may narrow or supplement the statutory scheme; once filed, those articles sit with the trade register and are visible to anyone entitled to request an extract.
| Item | Where it is recorded | Who may see it |
|---|---|---|
| Enterprise Chamber judgment | Court file; selective publication on rechtspraak.nl | The parties always; the public where published |
| Resulting share transfer | Company's own shareholders' register | The company and its shareholders, not the public |
| Ownership change above UBO thresholds | UBO register at the trade register | Authorities in full; other users on the terms that register sets |
| Articles varying the scheme | Filed articles at the trade register | Anyone entitled to request an extract |
Why it matters commercially
Getting the distinction wrong has a direct cost, and it sits squarely inside corporate law and governance because it decides who can be forced out of a company and on what terms. A buyer who assumes the articles have disapplied the statutory scheme, without checking the filed text, may find a minority shareholder still holds a workable exit or expulsion right that was never priced into the deal. A shareholder who waits, assuming withdrawal is available at any time, may find the underlying conduct too old to carry the claim, under the applicable Dutch rules. Neither error is visible until the dispute is already open.
Worked illustration
Take a BV held 60/40 by two shareholders, invented for illustration only. The 40 percent holder blocks every resolution requiring unanimity under the articles and routes company opportunities to a separate venture it controls. The majority considers an uitstoting claim: under Dutch law, it must show that this conduct has damaged its interests to a degree that continued cooperation cannot reasonably be expected of it. If the claim succeeds, the Enterprise Chamber sets a price for the shares and orders the transfer, and the company's own shareholders' register is updated once the transfer completes. No public register shows any of this before judgment, if it ever becomes public at all.
Adjacent terms
Uitkoop (statutory squeeze-out) is a separate mechanism for a shareholder holding at least the qualifying majority to buy out a small remaining minority; it does not require misconduct and is not part of the geschillenregeling. A company's filing position generally sits in its trade register entry. Where the dispute arises out of a transaction rather than internal governance, the relevant term is usually the disclosure letter given at signing, not the dispute settlement scheme. For a cross-border variant of the underlying ownership question, see the ownership chain analysis for a Malaysian structure, and for how sector context changes what surfaces on the people behind a company, see director records in the logistics and transport sector.
What this does not cover
- Uitkoop, the statutory squeeze-out for a qualifying majority buying out a small minority: a separate mechanism, not covered here.
- The specific statutory article numbers, majorities or time limits attached to uitstoting and uittreding: outside what can be cited by number here.
- Recognition or enforcement of an Enterprise Chamber order outside the Netherlands.
- The position under a shareholders' agreement that displaces or varies the statutory scheme, which needs its own read.
Questions
Is geschillenregeling something one can search in a public register?
No. It is a court procedure, not a register entry. What becomes visible afterwards is limited to a selectively published judgment and, once a transfer completes, an entry in the company's own shareholders' register.
What is the practical difference between uitstoting and uittreding?
Uitstoting is brought by a shareholder against another shareholder to force that shareholder out. Uittreding is brought by a shareholder against the company, or the other shareholders, to force their own buy-out. The direction of the claim, not the underlying conduct, separates the two.
Sanne de Wit is responsible for structures, holding and tax at Nolthenius & Partners and works on how governance mechanisms such as this term affect the ownership chains examined in a structure report, which sets out that chain by tier.
This entry sits under the corporate practice.
Last legal review: 2026-09-23