Structuurregime — the definition and the document behind it
Structuurregime (the structure regime) is the mandatory governance regime under Dutch law that shifts core supervisory powers, including the appointment and dismissal of management board members, from the general meeting to a supervisory board once a company crosses set size thresholds. It applies to public and private companies in the Netherlands, in a full or mitigated form. This entry is written for a reader who has met the term in a filing or a due diligence report and needs to know what it commits the company to.
The Dutch term and its English working translation
Structuurregime is rendered in English practice as "the structure regime" or, where precision matters, "the (Dutch) large-company regime". Two variants exist: het volledige structuurregime (the full structure regime) and het verzwakte structuurregime (the mitigated structure regime), the latter applying to companies where the state or a public body holds a controlling position. The term describes a legal status, not a document: nothing is issued that is titled "structuurregime". What exists instead is the set of statutory provisions that apply automatically once the thresholds are met, and the record of that fact in the company's own governance documents.
Where it is recorded and who may see it
There is no separate structuurregime register. The status is evidenced in three places, each public in the Netherlands.
| Where it appears | What it shows | Who can obtain it |
|---|---|---|
| Articles of association (statuten) | The supervisory board's powers as drafted to reflect the regime | Anyone, via a copy filed with the Trade Register |
| Trade Register extract, KVK | Whether a supervisory board is registered and its composition | Anyone, on request |
| Directors' report in the annual accounts | Whether the company states it is subject to the full or mitigated regime | Anyone, once the accounts are filed and public |
A reader checking whether a Dutch counterparty is under the regime should request the current articles of association and the latest filed accounts, not rely on a label used informally in correspondence.
Why it matters commercially
Under the regime, decisions that a board could otherwise take alone, such as the appointment of managing directors or approval of major disposals, require supervisory board sign-off. As a matter of corporate law and governance, this changes who must be brought to the table in a transaction and who can block one. A buyer negotiating with a target that has quietly outgrown the mitigated form, without adjusting its articles, is negotiating against a board whose formal authority does not match its actual practice. That gap does not resolve itself; it surfaces later, usually at the point where a resolution is challenged.
A worked illustration
A Dutch manufacturing group grows past the point where the mitigated regime applies and becomes subject to the full regime. Its articles of association are not updated. Two years later, the supervisory board it has never formally installed is asked to approve the disposal of a subsidiary to a foreign buyer. The buyer's counsel finds no valid supervisory board resolution on file at the Trade Register, because none exists. The disposal is delayed while the company convenes a general meeting to correct the omission, and the buyer's closing timetable moves with it. No figures are invented here beyond this narrative; the legal consequence described, that a defective board structure can suspend a resolution, follows from the regime itself and is not stated with a number because none is confirmed for citation in this entry.
Adjacent terms
The regime interacts closely with two other governance questions a reader is likely to meet in the same file: how a director's conflicted interest in a resolution is handled inside a structured board, and how the articles are adjusted when amending the articles of association after an acquisition brings the company across the threshold for the first time. Neither term substitutes for the other; a company can face a conflicted-interest question with or without being under the regime.
What this does not cover
- This entry does not state the size thresholds that trigger the regime; those figures are not confirmed for citation here and must be checked against the current position before you rely on them.
- It does not cover litigation over a disputed board resolution once the matter reaches a Dutch court.
- It does not cover the works-council consent rights that run alongside the regime; those are a separate governance track.
- It does not address sector-specific variants, including how the regime interacts with regulated financial or insurance entities.
- It is not legal advice on whether a specific company is currently subject to the regime; that is a factual question answered by its own filed documents.
Questions
Is the structure regime the same across every Dutch company?
No. The full regime and the mitigated regime impose different levels of supervisory board power, and some companies fall outside both. The term always needs the qualifier "full" or "mitigated" to mean anything precise in a given file.
Where do I check whether a specific Dutch company is under the regime?
In its current articles of association and its latest filed annual accounts, both public through the Trade Register. There is no shortcut register that states the status on its own; the two documents together give the answer.
Eva Kuipers advises on governance and Enterprise Chamber matters. This entry sits within that responsibility zone and is maintained by her.
For a party that needs the current governance layer of a Dutch counterparty mapped rather than described in the abstract, including its board structure and how it was reached, the practical next step is a structure report, which sets out what is held and how, without stating a figure this entry has not confirmed.
Last legal review: 2026-09-24