Uittredingsprocedure: the term, the register and who may look

# Uittredingsprocedure: the term, the register and who may look

Uittredingsprocedure (withdrawal procedure) is the request by which a shareholder seriously prejudiced by the conduct of co-shareholders asks a Dutch court to order those co-shareholders to buy its shares. It is a court procedure, not a register itself: what ends up recorded, and where, depends on how the resulting transfer is executed. This entry sets out the term as used in the Netherlands, the record it produces, and who can see that record.

The term and its working translation

Uittreding means, literally, stepping out. In Book 2 company law it denotes the statutory route open to a minority shareholder in a BV or NV who considers that continued participation has become unreasonable because of how the other shareholders, or the company, have treated it. The mirror procedure, uitstoting (expulsion), runs the other way: majority shareholders ask the court to order a disruptive minority holder to sell. The two share a single statutory scheme and a single valuation mechanism, but they start from opposite parties and produce opposite outcomes for the applicant.

Where it is recorded, and who may see it

The request is filed with a Dutch court of first instance; under the applicable Dutch rules, appeal in these proceedings goes to the Enterprise Chamber (Ondernemingskamer). A judgment allowing the request orders a transfer, it does not by itself change any register. The transfer that follows still has to be executed: for a BV, by a notarial deed, and the resulting change is entered in the company's own shareholders' register (aandeelhoudersregister). That register sits at the company's office, not with any public authority. It is open to the shareholders, the board, and to a usufructuary or pledgee with a right of inspection, and to no one else as of right. A trade register extract from KVK will, in time, reflect who now holds the shares, but it records the transfer, not the dispute or the judgment behind it. Whether the underlying judgment itself is public depends on whether that particular case was selected for publication on rechtspraak.nl: many are not.

Why it matters commercially

A shareholding shown as settled on a KVK extract can still be the tail end of an unresolved valuation dispute: a price fixed by the court, or by the expert the court appointed, may still be under appeal when the transfer is filed. A buyer, lender or co-investor reading only the trade register extract sees a clean cap table and misses the argument over price that produced it. The consequence of treating the extract as the full record is a valuation risk sitting outside the paperwork shown.

Worked illustration

Take a BV with three shareholders: two holding 40% each and jointly running the company, one holding 20% and excluded from information and distributions for two years. The 20% holder starts an uittredingsprocedure; the court finds the exclusion serious enough to justify an exit and orders the two majority holders to buy the 20% stake at a price fixed by an appointed expert. A notarial deed of transfer follows, and the shareholders' register is updated to two holders at 50% each. A KVK extract pulled afterwards shows two shareholders with no reference to the three-year dispute that preceded the change. The facts are invented; the mechanism is not.

Adjacent terms

Uitstoting (expulsion) runs the same statutory scheme from the other side, and its winding-up consequences after a failed buy-out are set out in the liquidation entry. Tax consequences of a restructured shareholding are addressed in the anti-abuse provision entry. Where the register change follows a broader restructuring rather than a single buy-out, a structure report scenario for a registry change sets out what to check next. Shareholder disputes of this kind are not confined to any one sector, but they recur with particular force in logistics and transport groups carrying insurance-related exposure, where a single disputed shareholding often sits behind a wider guarantee structure.

This is a question of corporate law and governance from the moment the exclusion or deadlock starts: under Dutch law, the term itself is procedural, but the decision whether to start it is a governance decision first.

What this does not cover

• It does not cover the uitstoting procedure itself, only its relationship to uittreding.
• It does not state a court fee, a statutory period or a valuation formula: none of those figures is confirmed for citation here.
• It does not cover NV structures with bearer shares, where the register position differs.
• It does not cover how a pending procedure should be disclosed in a share purchase agreement.

Questions

Is an uittredingsprocedure the same as being squeezed out?

No. Uittreding is started by the shareholder who wants to leave; uitstoting is started by the other shareholders who want that shareholder removed. Both use the same statutory scheme and the same valuation mechanism, but the applicant and the outcome are opposite.

Does the result show up in the trade register?

The KVK extract will, once the transfer deed is filed, show the new distribution of shares. It shows the outcome, not the uittredingsprocedure that produced it, and it will not show whether the price fixed by the court is still under appeal.

This entry sits under our corporate governance and shareholder-dispute practice. Where the current shareholding position needs checking against a company's own filings, a structure report sets out what is recorded and what is not, without commenting on the dispute behind it.

Written by Eva Kuipers, responsible for governance and the Enterprise Chamber at Nolthenius & Partners. She writes on shareholder disputes, exclusion and buy-out mechanics.

Last legal review: 2026-09-24