# Reading Uitkoopprocedure: what the register actually shows
Uitkoopprocedure (squeeze-out procedure) is the Dutch civil procedure by which a shareholder holding almost the entire issued capital of a company applies to the Enterprise Chamber to acquire the remaining shares from the minority, at a price the court sets. It is a compulsory transfer, not a negotiated sale, and no public register shows it while the procedure runs.
The Dutch term and its English translation
The Dutch term is uitkoopprocedure, sometimes shortened to uitkoop. The accepted English working translation is squeeze-out procedure, occasionally rendered as buy-out procedure. Within the register axis of corporate law and governance in the Netherlands it is a defined term with its own petition, its own respondents and its own judgment, issued by a Dutch court, not a colloquial description of any sale of shares.
Where it is recorded and who may see it
No trade register or shareholders' register flags a company as subject to a pending uitkoopprocedure. The petition sits in the case file of the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal. A judgment that concludes the matter may appear on rechtspraak.nl if the court selects it for publication; an unpublished judgment cannot be obtained through any public channel. Once the transfer completes, the company's own shareholders' register is updated, and, where the company's constitution requires disclosure, the change reaches the KvK trade register as a change of shareholding structure, never as a reference to the procedure by name.
| Stage | Where it appears | Who can see it |
|---|---|---|
| Petition filed | Enterprise Chamber case file, Amsterdam Court of Appeal | Parties to the petition only |
| Judgment given | rechtspraak.nl, only if selected for publication | Public, if published |
| Shares transferred | Company's own shareholders' register | The company and its shareholders |
| Trade register update | KvK trade register, as a shareholding change | Public extract; procedure name not stated |
Why it matters commercially
Treating an uitkoopprocedure as an ordinary share purchase misreads the position of a minority holder. Once the relevant holding crosses a very high threshold, under the applicable Dutch rules, the minority no longer has a veto over the outcome: the only live question left to the court is price, decided on valuation evidence, not on negotiation. A buyer assessing a target with a near-total majority shareholder should treat a pending or completed squeeze-out as a structural fact about who will hold the remaining capital, and a minority holder approached about "cashing out" informally should check whether a formal petition has already been filed before agreeing a price outside the procedure.
A worked illustration
Take a holding company, Company X BV, where the majority shareholder holds nearly the entire issued capital and two minority shareholders hold a small remainder between them. The majority files an uitkoopprocedure petition with the Enterprise Chamber, naming both minority holders as respondents. The minority contest the price offered, not the right to be bought out at all, and the court appoints an expert to value the shares. Judgment fixes a price and a transfer date. The minority lose their shares on that date whether or not they accept the valuation; their remedy is limited to the amount, never to blocking the transfer. This illustration is invented for orientation; the mechanics described are general practice, not a specific matter.
Adjacent terms
The mirror image of this procedure is the withdrawal procedure sought by a minority shareholder, where the minority initiates an exit rather than the majority forcing one. The two terms are read together in most files, because a buy-out risk and an exit right frequently sit on the same shareholder register.
What this does not cover
- The statutory threshold that triggers eligibility, stated here without a number.
- The detailed rules for how the court sets the price or appoints an expert.
- The deadlines that run once a petition is filed or a judgment is given.
- Court fees or registry tariffs connected with the procedure.
- Advice on any specific holding structure; this is a register entry, not a file assessment.
Questions
Does the uitkoopprocedure appear in the KvK trade register while it is running?
No. The KvK trade register reflects the outcome once shares transfer, not the pending procedure. The procedure itself sits in the Enterprise Chamber's own case file until judgment.
Is an uitkoopprocedure the same as a takeover offer?
No. A takeover offer is voluntary and its price is negotiated or set by the offeror. An uitkoopprocedure is a compulsory transfer in which a Dutch court fixes the price once the statutory threshold is met.
Author
Sanne de Wit, structures, holding and tax. Sanne advises on shareholding structures where a minority position is being reduced, diluted or closed out entirely.
Where an uitkoopprocedure surfaces in a target's history or a shareholder's exit path, the file is routed to a review under the corporate law and governance practice. A structure report sets out the current standing of a company's shareholders and discloses whether such a procedure appears in the relevant KvK entries. For adjacent scenarios, see how a file is handled after a red flag surfaces in a structure, how an advance pricing agreement is read as a distinct register term, and how ownership questions arise inside a logistics and transport group.
Last legal review: 2026-09-24