Dutch Legislation

Title 8

in force

Dispute settlement procedure and the right of inquiry

Civil Code — Book 2 (legal persons) (Burgerlijk Wetboek Boek 2) · Articles: 36

Section 1

Dispute resolution procedure

2:336 Article 2:336

The provisions of this Section shall apply to the private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and…

2:336a Article 2:336a

At the petition of one or more holders of shares who alone or jointly provide at least one-third of the issued capital, the Enterprise Chamber of the…

2:337 Article 2:337

If the articles of association or an agreement contain a provision for the resolution of disputes as referred to in this Section, a deviation from…

2:338 Article 2:338

After a copy of the petition has been served upon him by the summons referred to in Article 336a, paragraph 3, and until the day on which the order…

2:339 Article 2:339

If the petition is granted, the enterprise chamber (ondernemingskamer) shall appoint one or more experts who must issue a written report on the…

2:340 Article 2:340

If experts have been appointed, the enterprise chamber shall determine the price of the shares after the experts have issued their report. In the…

2:341 Article 2:341

The respondent is obliged to transfer his shares to the petitioners within two weeks after a copy of the order as referred to in Article 340…

2:341a Article 2:341a

If a decision as referred to in Article 340, paragraph 1, is reversed after the pursuit of a legal remedy, the legal basis for the acts performed…

2:342 Article 2:342

At the petition of one or more holders of shares who, individually or jointly, provide at least one-third of the issued capital, the Enterprise…

2:342a Article 2:342a repealed
2:343 Article 2:343

At the petition of the shareholder who, as a result of the conduct of one or more co-shareholders, has been harmed in his rights or interests to such…

2:343a Article 2:343a

Within two weeks after a copy of the order (beschikking) determining the price of the shares has been served upon him, each of the defendants is…

2:343b Article 2:343b

In the event of the annulment of the order as referred to in Article 343a paragraph 1, Article 341a shall apply mutatis mutandis.

2:343c Article 2:343c

If there is an agreement between a shareholder and one or more of his fellow shareholders or the company that the shareholder shall transfer his…

Section 2

The right of inquiry (het recht van enquête)

2:344 Article 2:344

The provisions of this section apply to:

2:345 Article 2:345

Upon written petition of those who are authorised thereto pursuant to Articles 346 and 347, the Enterprise Chamber of the Amsterdam Court of Appeal…

2:346 Article 2:346

The following persons are entitled to submit a petition as referred to in Article 345:

2:347 Article 2:347

An association of employees which has among its members persons employed in the enterprise of the legal person and which has possessed full legal…

2:348 Article 2:348

If the legal person, by virtue of the business it conducts, is subject to the supervision of De Nederlandsche Bank N.V., the Stichting Autoriteit…

2:349 Article 2:349

The petitioners and the Advocate General shall be inadmissible if it does not appear that they have previously disclosed their objections to the…

2:349a Article 2:349a

The Enterprise Chamber (ondernemingskamer) shall handle the petition with the utmost urgency. Notwithstanding Article 282, paragraph 1 of the Code of…

2:350 Article 2:350

The Enterprise Chamber shall grant the petition only if there appear to be sound reasons to doubt a correct policy or a correct course of affairs.

2:351 Article 2:351

The persons appointed by the enterprise chamber (ondernemingskamer) are entitled to inspect the books, documents and other data carriers of the legal…

2:352 Article 2:352

When a person charged with the investigation is refused access to the books, documents and other data carriers or is refused the inspection of the…

2:352a Article 2:352a

The persons charged with the investigation may petition the enterprise chamber (ondernemingskamer) to hear one or more persons as witnesses. The…

2:353 Article 2:353

The report on the outcome of the investigation shall be deposited at the registry of the Amsterdam Court of Appeal. The report must demonstrate…

2:354 Article 2:354

After taking cognizance of the report, the Enterprise Chamber (Ondernemingskamer) may, at the petition of the legal person, decide that the latter…

2:355 Article 2:355

If the report has established mismanagement, the Enterprise Chamber may, upon the petition of the original petitioners and, if the report is…

2:356 Article 2:356

The measures referred to in the preceding article are:

2:357 Article 2:357

The Enterprise Chamber (ondernemingskamer) shall determine the duration of the temporary measures ordered by it; it may, at the petition of the…

2:358 Article 2:358

The Enterprise Chamber (ondernemingskamer) may order the provisional enforceability of the measures referred to in Article 356 under (a) to (e).

2:359 Article 2:359

For the purpose of lodging an appeal in cassation against the orders of the Enterprise Chamber (ondernemingskamer) pursuant to this Section, in…

Section 3

Public offer

2:359a Article 2:359a

This Section applies to the company whose shares are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial…

2:359b Article 2:359b

The articles of association of the company may provide that a public announcement concerning the announcement of a public bid, as referred to in…

2:359c Article 2:359c

A person who has made a public offer and, as a shareholder for his own account, provides at least 95% of the issued capital of the target company and…

2:359d Article 2:359d

Against the person who has made a public offer and, as a shareholder for their own account, provides at least 95% of the issued capital of the target…