The BV and the NV

Under Dutch law, the principal forms of corporate and business organisation are categorised into legal entities with legal personality and entities without legal personality. The corporate entities that are most frequently used for commercial activities in the Netherlands are the private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid or BV) and the public company with limited liability (naamloze vennootschap or NV). The BV and the NV are legal persons under Dutch law. Their equity is divided into shares that are held by one or more shareholders. The BV is the most frequently used type of corporate entity in the Netherlands. Most Dutch listed companies are NVs, but it is also possible to list as a BV. The definition of a “Dutch listed company” in this chapter refers to (i) all companies with registered offices in the Netherlands whose shares or depositary receipts for shares have been admitted to trading on a regulated market or a comparable system; and (ii) all large companies (ie, those with a balance sheet value of more than EUR500 million) with registered offices in the Netherlands whose shares or depositary receipts for shares have been admitted to trading on a multilateral trading facility or a comparable system.

Other Entities With Legal Personality

Other legal entities in the Netherlands include an association (vereniging), a co-operative (coöperatie), a mutual insurance association (onderlinge waarborgmaatschappij) and a foundation (stichting). Book 2 of the Dutch Civil Code (DCC) applies to these legal entities.

Entities Without Legal Personality

Entities without legal personality include a general partnership (vennootschap onder firma or VOF), a limited partnership (commanditaire vennootschap or CV), a professional partnership (maatschap) and a sole trader (eenmanszaak). These forms are mainly governed by Book 7A of the DCC and the Dutch Commercial Code (Wetboek van Koophandel). Unless otherwise stated, the answers in this chapter will focus on BVs and NVs.

General

Several acts are sources of corporate governance requirements for BVs and NVs. The Netherlands is a member of the EU, and Dutch corporate law is based in large part on European regulations implemented in relevant Dutch acts.

Dutch Civil Code (Burgerlijk Wetboek)

Book 2 of the DCC is the primary source of corporate law in the Netherlands. It governs, among other things, the various corporate bodies within a company, the duties, powers and liabilities of these bodies, representation and conflicts of interest, shareholder rights, meetings, voting rights, financial reporting and disclosure. Book 2 applies to both privately held and publicly listed companies, with some provisions tailored to listed NVs and BVs.

Financial Supervision Act (Wet op het financieel toezicht)

Chapter 5 of the Financial Supervision Act provides rules on the supervision of the business conduct of a legal entity whose securities are admitted to trading on a regulated market (hereafter: the “issuing institution”). It contains rules on the disclosure of major holdings, financial reporting, prevention of market abuse and obligations of institutional investors. The Dutch Authority for the Financial Markets (Autoriteit Financiële Marktenor AFM) supervises compliance.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code (the “CG Code”) is a principle-based instrument that applies to Dutch listed companies on a comply-or-explain basis. It regulates the relationships between the management board, supervisory board (or one-tier board), the general meeting and shareholders, and includes principles and best practice provisions on sustainable long-term value creation, risk control, effective management and supervision, remuneration and stakeholder relationships. The CG Code 2022 came into force on 1 January 2023. The Monitoring Committee for the CG Code issued an update on 20 March 2025, whose main change was the introduction of a more elaborate risk management statement for financial years starting on or after 1 January 2025.

The broad outline of the company’s corporate governance is set out each year in a separate chapter of the management report or on the corporate website. Here, the company explicitly states the extent to which it complies with the principles and best practice provisions stipulated in the CG Code and, where it does not comply, why and to what extent it departs from them (comply-or-explain principle).

Articles of Association

The articles of association of a BV/NV may provide for specific corporate governance provisions within the boundaries of Book 2 of the DCC, including quorum or majority requirements, allocation of powers among corporate bodies, meeting procedures and appointment and dismissal rules.

General

In addition to the applicable provisions of Book 2 of the DCC, which also contain various specific rules for Dutch listed companies, Dutch listed companies are subject to the Financial Supervision Act and applicable EU regulations. The requirements of these Acts are mandatory; the requirements of the CG Code are based on the comply-or-explain principle.

Sector-Specific Legislation

Sector-specific legislation is in place for certain entities, such as financial institutions. The healthcare sector, for example, has a Healthcare Governance Code.

There have not been any material Netherlands-specific stock exchange reforms in 2025 or 2026 that changed the mandatory board model of Dutch listed companies. The governance of Dutch listed companies continues to be determined primarily by Dutch company law, the Dutch Financial Supervision Act and the CG Code, the latter operating on a comply-or-explain basis. Euronext’s rule books remain relevant for listing mechanics, admission to trading and certain exchange-facing obligations.

Two recent developments are worth highlighting. First, the EU Listing Act package, published in November 2024 and taking effect in stages, is being implemented through 2025 and 2026. For Dutch issuers, its main practical effects lie in prospectus, market abuse and capital markets disclosure rules rather than in relation to board structure or the internal allocation of powers between corporate bodies. Secondly, the CG Code was updated on 20 March 2025. The revised CG Code applies to financial years starting on or after 1 January 2025 and introduces a more elaborate risk management statement and related reporting obligations. In practice, this increases the expected level of management board, audit committee and supervisory board accountability for internal risk management and control systems, including in relation to financial and sustainability reporting.

All BVs and NVs have a management board and a general meeting. BVs and NVs may also have a supervisory board or a one-tier board with executive and non-executive directors.

Large Company Regime (Structuurregime)

A supervisory board (or a one-tier board consisting of executive and non-executive directors) is mandatory if a company has filed a statement with the Dutch Trade Register for three consecutive years, stating that it qualifies as a “large” company under the statutory two-tier rules (structuurvennootschap). This supervisory board must consist of three or more directors (or three or more non-executive directors in the case of a one-tier board). Persons employed by a “large” company or any of its dependent companies, as well as directors and employees of an employees’ organisation involved in determining the terms of employment of those persons, cannot be appointed as supervisory directors.

The regime applies where, according to the adopted annual accounts, the company’s issued capital and reserves are not less than EUR16 million, it has a works council on the grounds of a statutory requirement and, as a rule, it employs at least 100 employees in the Netherlands. Dependent companies are taken into account for the second and third requirements. After the three-year period, the articles must incorporate the mandatory large company provisions.

Under the full regime, the general meeting and works council can significantly influence the supervisory board’s composition. The supervisory board appoints and removes management board members, and certain important management board resolutions require prior supervisory board approval. Certain holding or finance companies and subsidiaries of companies applying the regime are exempt.

Mitigated and Voluntary Application

Certain companies may apply the mitigated regime, under which the general meeting appoints managing directors. A company may also voluntarily apply the full or mitigated large company regime if it (or a dependent company) has established a works council to which the Works Council Act applies.

The Management Board

The primary responsibility of the management board is to manage the company and its business. In the performance of its duties, the management board is collectively responsible for formulating and determining policy and strategy, achieving the legal entity’s objects and the day-to-day management of the company and its business. The management board must carry out its duties in line with the company’s objectives, which are included in the articles of association.

Depending on the articles of association, the management board may resolve on the issuance of shares (if this authority is granted by the general meeting), reservations of profits, (approval of) interim distributions, and the right of initiative for certain general meeting resolutions, such as share issuances, amendments to the articles, legal mergers, demergers, dissolution and conversion.

The Supervisory Board

If installed, the supervisory board supervises and advises the management board on the general course of affairs of the company and the business affiliated with it.

General Meeting – Shareholders

In principle, the general meeting may resolve on appointments, suspension, dismissal and remuneration of managing and supervisory directors, increases or decreases of share capital, adoption of annual accounts, distributions, amendments to the articles, legal mergers, demergers, dissolution, conversion and appointment of the auditor. The general meeting is entitled to receive information from the management board. The articles of association may provide that certain management board resolutions are subject to approval of the general meeting or supervisory board. For the NV, approval of the general meeting is required for management board resolutions concerning a major change in the identity or character of the company or business.

Listed Company

The general meeting of a Dutch listed company holds an advisory vote on the remuneration report and adopts the remuneration policy for the management board and supervisory board every four years. The resolution to adopt the remuneration policy requires a 75% majority of the votes validly cast, unless the articles of association explicitly provide otherwise.

Management Board

The management board has collective responsibility. If collegial governance is in place, it is possible to make a division of tasks, but responsibility for fulfilling a particular board task as part of board policy remains with the entire board. Each managing director has one vote. The articles may provide that a director has more than one vote, but one director cannot have more votes than the other directors collectively. Dutch law does not include quorum requirements, although the articles may provide otherwise. The management board adopts resolutions by simple majority of the votes validly cast, unless the articles provide otherwise. Meeting and decision-making rules can be included in the articles and elaborated on in board regulations. Resolutions outside a meeting are allowed if permitted by the articles.

Supervisory Board

The characteristics of collective responsibility and decision-making described above generally also apply to the supervisory board.

Shareholders’ Meeting

The general meeting of a BV/NV is led by a chair, who is responsible for the order of the meeting. Every shareholder has the right to attend, speak and vote, in person or by written proxy. A BV may have non-voting shares; holders cannot vote but do have meeting rights. Managing directors and supervisory directors have an advisory vote.

Management Board

Dutch corporate law requires each BV and NV to have a management board that is legally responsible for managing the company and its affiliated businesses. In carrying out their duties, members of the management board must act in the best interests of the company and its business.

Structure of two-tier board

In addition to the management board, it is possible to have a supervisory board in place. Under the two-tier system, the company has both a management board and a supervisory board. The supervisory board supervises the policy of the management board and the general affairs of the company and advises the management board.

Structure of one-tier board

Alternatively, the company may adopt a one-tier system in which a single board comprises executive and non-executive directors. Executive directors are responsible for daily management. Non-executive directors oversee the executive directors and supervise the general affairs of the company. All directors on a one-tier board collectively share responsibility for the overall direction and management of the company. Both members of a supervisory board and non-executive directors on a one-tier board must be individuals. A company that falls under the large company regime (structuurregime) is obliged to establish either a separate supervisory board or a one-tier board with non-executive directors.

Management Board – Collective Responsibility

The management board is charged with the management of the company and its affiliated business. Specific tasks may be attributed or delegated to an individual managing director or pursuant to the articles of association, but the management board remains collectively responsible for resolutions. The details of each director’s role depend on the size and nature of the company’s activities and are often set out in management board charters.

Chairperson

Neither Book 2 of the DCC nor the CG Code stipulates who appoints the chairperson of the management board or supervisory board of an NV or BV.

Roles within a one-tier board

If a company has a one-tier board, supervision of the executive directors cannot be taken away from non-executive directors. The chairpersonship of the board, nominations for appointment of a director and determination of executive directors’ remuneration cannot be assigned to executive directors.

Roles within a supervisory board

The supervisory board has collective responsibility for supervising the performance of the management board. It may allocate duties among its members without relieving them of collective responsibility. For Dutch listed companies with more than four supervisory directors, the CG Code provides that the supervisory board should appoint an audit committee, a remuneration committee and a selection and appointment committee. One supervisory director must be a financial expert. The audit and remuneration committees should not be chaired by the chairperson of the supervisory board or a former managing director.

In a two-tier structure, there must be a management board with at least one managing director and, if established, a supervisory board with at least one individual member. In a one-tier board, there must be at least one executive director and one non-executive director, who must be an individual. The articles may restrict eligibility for appointment, but such requirements may be set aside by a general meeting resolution passed by at least two-thirds of the votes, representing more than half of the issued share capital.

Dutch Companies Within the Scope of the CG Code

According to the CG Code, each supervisory director and each managing director should have the specific expertise required for the fulfilment of their duties. Each supervisory director should be capable of assessing the broad outline of the overall management. The requirement that the supervisory board has financial expertise is enshrined in law. Pursuant to the Resolution Establishing an Audit Committee (Besluit Instelling Auditcommissie), at least one member of the audit committee must have expertise in the preparation and auditing of annual accounts. This provision has been implemented in Dutch legislation and is applicable to public interest entities (such as listed companies, banks and (certain) insurance companies).

Diversity

Large companies must set appropriate and ambitious gender diversity targets for the management and supervisory boards and senior management. For the purpose of the Diversity Act, a company is large if it meets at least two statutory thresholds on two consecutive balance sheet dates: assets exceeding EUR25 million, net turnover exceeding EUR50 million and an average of at least 250 employees. Consolidated group data must be considered.

Supervisory boards of Dutch companies listed on Euronext Amsterdam are subject to a quota of at least one-third male and one-third female directors. If the board does not meet this quota, any appointment that does not balance the distribution is void. The same applies to non-executive directors in a one-tier board. Large companies within the meaning of the Diversity Act must report in their management report and to the Social and Economic Council on current ratios, target ratios, action plans and objectives achieved.

Restrictions on the Number of Positions of Directors

Book 2 of the DCC limits supervisory positions at Dutch large companies and large foundations. A managing director may generally hold a maximum of two supervisory positions and may not chair a supervisory or one-tier board of a large company. A supervisory director may hold up to five supervisory positions, with a chair position counting twice. Under the CG Code, supervisory board approval is required if a managing director intends to accept a supervisory board membership elsewhere.

Appointment of Directors

The first appointment of supervisory directors (if applicable) and managing directors is included in the notarial deed of incorporation. After incorporation, the general meeting appoints managing and supervisory directors unless the large company regime applies.

The articles may require appointment from a binding nomination, which the general meeting may remove by qualified majority. For supervisory directors, the articles may allow third parties to appoint up to one-third of the board.

For a BV, the articles may provide that managing and supervisory directors are appointed by a meeting of holders of shares of a certain class or type, provided every shareholder with voting rights is involved in appointing at least one managing director and one supervisory director.

Under the large company regime, the supervisory board appoints managing directors (or non-executive directors appoint executive directors in a one-tier board), unless the mitigated regime applies. Supervisory directors are appointed through a special procedure involving a supervisory board nomination and the works council’s recommendation right. Their maximum term is four years, extendable in the articles until the first general meeting after that term.

Removal of Directors

Managing directors of a BV/NV may be suspended and dismissed at any time by the person or body authorised to appoint them, subject to statutory and articles-based exceptions. Supervisory directors may be suspended and removed by the person or body authorised to appoint them. For a company subject to the large company regime, a supervisory director may also be suspended by the supervisory board and removed by the Enterprise Chamber for neglect of duties, other serious reasons or a drastic change in circumstances.

The DCC contains no general provisions on the independence of the supervisory board and individual supervisory directors of a BV/NV. However, it is generally accepted that the supervisory board should be sufficiently independent in relation to the company and its stakeholders.

Supervisory Board of Large Companies (Structuurvennootschap)

The supervisory board of a structuurvennootschap must be properly composed. Employees of the company or a dependent company, and union representatives, cannot be supervisory directors.

Independence Requirements of a Company Within the Scope of the CG Code

The supervisory board must be able to operate independently and critically in relation to one another, the management board and any particular interests involved. Under the CG Code, no more than one supervisory board member may meet certain non-independence criteria, the total number of non-independent supervisory directors must account for less than half of the board, and no more than one supervisory board member may be affiliated with or represent each shareholder or group of affiliated shareholders holding more than 10% of the share capital. The chair may not be a former managing director and must be independent.

Potential Conflicts of Interest

A managing or supervisory director may not participate in deliberations and decision-making if they have a direct or indirect personal interest that conflicts with the company’s interests. If they nevertheless participate, the resolution becomes voidable. A conflict affects internal decision-making only, so conflicted directors remain authorised to represent the company, although liability risk may arise.

If no management board resolution can be adopted because of a conflict, the supervisory board may decide; if there is no supervisory board, the general meeting may decide unless the articles provide otherwise. If all supervisory directors have a conflict, the general meeting decides unless the articles provide otherwise. The CG Code stipulates that any form of conflict of interest between the company and the managing directors or supervisory directors must be prevented, and that adequate measures should be taken to avoid conflicts of interest. Therefore, high standards of transparency and accountability are expected from Dutch listed companies.

The entire management board of the company is collectively responsible for the policy, strategy and day-to-day management of the company. This includes managing the company subject to any limitations in the articles, keeping proper books and records, preparing financial reports and publishing annual accounts in time, and exercising management, financial and legal control.

In the performance of their duties, directors of all boards must be guided by the best interests of the company and the business affiliated with it. This is generally determined primarily by promoting the continued success of this business (bestendig succes van de onderneming). The Dutch Supreme Court added that directors should also, partly based on reasonableness and fairness, exercise due care regarding the interests of all those involved in the company and its business and ensure that this does not unduly or disproportionately harm those interests. Directors should also ensure that legal and statutory norms, and norms arising in part from reasonableness and fairness, including procedural norms necessary for proper decision-making, are properly observed. This implies taking into account the interests of stakeholders, including shareholders, employees and creditors. Companies, corporate bodies and directors must act towards each other in accordance with reasonableness and fairness.

As mentioned in 3.6 Legal Duties of Directors/Officers, all management and supervisory directors must act in the interest of the company and the business affiliated with it. The interest of the company is generally determined primarily by promoting the continued success of this business (bestendig succes van de onderneming). The Dutch Supreme Court added that directors should also, partly based on reasonableness and fairness, exercise due care with regard to the interests of all those involved in the company and its business. The management board of a BV/NV is accountable internally for the fulfilment of its duties towards the general meeting, the supervisory board and the works council. It must prepare annual accounts and a management report and provide the general meeting with requested information unless this would be contrary to an overriding interest of the company.

Milieudefensie/Shell Case

The District Court of The Hague ruled on 26 May 2021 that Royal Dutch Shell (RDS) owed an unwritten standard of care to Dutch residents to reduce CO₂ emissions of the Shell group’s activities by net 45% by the end of 2030, relative to 2019. On 12 November 2024, the Court of Appeal of The Hague overruled that judgment. Although both courts agree that protection against dangerous climate change is rooted in human rights, the Court of Appeal held that a specific numerical reduction obligation cannot be imposed on RDS based solely on an unwritten standard of care. Milieudefensie has lodged an appeal with the Supreme Court. On 13 May 2025, Milieudefensie announced that it intends to launch a second climate lawsuit against RDS, demanding that RDS cease developing new oil and gas fields. As at April 2026, no final Supreme Court judgment appears to have been rendered.

Dutch Companies Within Scope of the CG Code

According to the CG Code, the management board must pay attention to stakeholder interests when developing a view on sustainable long-term value creation and formulating the corresponding strategy. Stakeholders include groups and individuals that influence, or are or may be influenced by, the attainment of the company’s objectives.

Managing directors of a BV or NV are generally not liable for the obligations of the company they manage. They must, however, properly perform their duties towards the company. Directors are jointly and severally liable for damage suffered if the management board performs its duties improperly (onbehoorlijke taakvervulling), based on the board’s collective responsibility. A distinction is made between internal liability towards the company and external liability towards third parties.

Internal Liability

The company may hold managing directors liable for improper performance of duties if it is proven that the managing director acted in a seriously culpable manner (ernstig verwijtbaar). This is generally the case if a managing director breaches statutory provisions or the articles and this gives rise to improper management, unless the director proves otherwise. If one managing director is in breach, all managing directors are in principle jointly and severally liable. An individual director can be exonerated if, in view of the duties assigned to others, they do not bear serious blame and were not negligent in taking measures to avert the consequences. Supervisory directors may also be liable for improper supervision. Tort liability may also apply. In insolvency, the trustee may sue directors on behalf of the company.

External Liability

Personal liability of a managing director towards third parties may arise if the director commits a wrongful act in that capacity or in the case of manifestly improper management that leads to bankruptcy. A managing director is personally liable only if they bear serious personal blame (ernstig persoonlijk verwijt), for example where the director knew or should have known that the company could not fulfil obligations and would offer no recourse, or caused or allowed the company to fail to fulfil an existing obligation without recourse.

External liability in bankruptcy

In bankruptcy, a trustee may hold directors liable for manifestly improper management (kennelijk onbehoorlijk bestuur) that was an important cause of the bankruptcy. Improper books and records or failure to publish annual accounts can establish manifestly improper management and a rebuttable presumption of causation. If the claim succeeds, each managing director is jointly and severally liable for the bankruptcy deficit, subject to individual exoneration.

Managing directors of a BV/NV may also be jointly and severally liable for the debts of the company under social security and tax laws, for providing misleading interim or annual accounts or annual reports, or for the company acquiring shares in its own capital in certain situations. In the case of a BV, managing directors must approve each distribution before it can be made. If the company is unable to continue paying its debts after a distribution, managing directors could be liable for any immediately payable company debts if they knew or should reasonably have foreseen that consequence.

Limitation of Liability

A managing director’s liability may be limited by discharge granted by the general meeting in respect of internal liability, or by individual exoneration from joint and several liability for (manifestly) improper management where the director cannot be blamed and did not fail to take measures to mitigate the consequences.

BVs

The general meeting determines the individual remuneration of managing directors, unless the articles provide otherwise.

NVs

The general meeting determines individual remuneration of managing directors, unless the articles provide otherwise. The articles of an NV may assign this to another corporate body, often the supervisory board. Supervisory directors’ remuneration is always determined by the general meeting. NVs must also have a remuneration policy adopted by the general meeting, after the works council has had the opportunity to take a position or, for Dutch listed companies, give advice.

Companies Within the Scope of the CG Code

On a comply-or-explain basis, the remuneration policy for the management board should focus on sustainable long-term value creation, severance pay is limited to one year’s salary and will not be awarded in certain circumstances, and supervisory directors must not receive shares or rights to shares as remuneration.

Disclosure in Relation to Remuneration

Non-listed Dutch companies must disclose in the notes to the annual accounts, the remuneration, including pension charges and other benefits, for current and former managing directors and, separately, for supervisory directors, except where exemptions apply to micro and small companies. Loans, advances and guarantees for directors must also be disclosed. Dutch listed companies must publish a clear and understandable remuneration report summarising remuneration awarded or due to individual directors in the previous financial year. The report is submitted to the annual general meeting for an advisory vote, published on the company’s website for ten years and checked by the external auditor for completeness.

The management board manages the company; see 2.2 Types of Decisions and 3.6 Legal Duties of Directors/Officers. Shareholders provide the equity and, in principle, are liable only up to the amount of their investment in the company. They do not participate in most corporate decisions and may establish contractual arrangements with the company, such as relationship agreements. See 2.2 Types of Decisions regarding the adoption of resolutions by the general meeting.

In general, shareholders are not involved in the management of the company. The articles of association may stipulate that the management board must act in accordance with instructions of a corporate body of the company, such as the general meeting. The management board should assess whether the instruction is in the interest of the company and its affiliated business.

It follows from case law that the management board, under the supervision of the supervisory board, is responsible for determining the policy and strategy of the company and its business. The management board is accountable to the general meeting in respect of its policy and strategy, but is not obliged to involve or consult the general meeting in advance unless statutory provisions or the articles provide otherwise. The general meeting may express its opinions by exercising its legal or articles-based powers. Shareholders cannot force the company to include voting items on the agenda in respect of matters that fall within the powers of the management board, such as determining policy and strategy.

General

Both BVs and NVs must have one general meeting a year. The annual general meeting of an NV must be held within six months after the financial year-end, unless the articles provide for a shorter period. A BV must hold an annual general meeting once a year, unless all shareholders are also directors and the signing of the annual accounts by all directors counts as adoption, unless the articles provide otherwise.

Extraordinary Meeting

Extraordinary meetings may be convened for matters that need to be addressed between annual meetings.

Convening of a General Meeting

The management board and supervisory board may convene a general meeting of an NV/BV. The articles may also grant this power to other parties. Shareholders whose shareholding exceeds a certain threshold may request a meeting and, if refused, enforce this in court. Meetings are held at a place permitted by the articles and Dutch law.

Digital Meeting

A legislative proposal to facilitate fully digital general meetings was adopted by the House of Representatives on 16 December 2025 and is pending before the Senate. As at April 2026, the bill has not entered into force. Dutch companies can therefore hold physical or hybrid meetings, but not yet a fully digital general meeting on a permanent statutory basis.

Procedure at a General Meeting

Resolutions are adopted by absolute majority (volstrekte meerderheid) – ie, more than 50% of votes validly cast – unless Dutch law or the articles require a qualified majority. In an NV, each shareholder has at least one vote. In a BV, deviations are allowed and non-voting shares may be created. Other parties may have meeting rights. Managing and supervisory directors have an advisory vote.

The main proceedings through which shareholders can initiate legal proceedings against the company or directors are inquiry proceedings. Shareholders can also have a board resolution nullified by the courts or have it declared void.

Inquiry Proceedings (Enquêteprocedure)

The Enterprise Chamber of the Amsterdam Court of Appeal has exclusive jurisdiction for these proceedings, which may be initiated, among others, by shareholders owning a certain percentage of the shares. At the written request of the shareholder, the Enterprise Chamber may appoint one or more persons to investigate the policy and affairs of the company. The Enterprise Chamber will grant the request only if there appear to be valid reasons to doubt a correct policy or course of action. At any stage of the proceedings, the Enterprise Chamber may also order interim measures for the duration of the proceedings. Based on the investigation report, the Enterprise Chamber may conclude that there has been mismanagement and order measures such as suspension or annulment of resolutions, suspension or dismissal of directors, temporary appointment of directors, temporary departure from the articles, temporary transfer of shares for management purposes or dissolution of the legal entity. Dutch law does not recognise a derivative action.

Disclosure Obligations for Shareholders in Listed Companies

Anyone who acquires or disposes of a capital interest or voting rights in a Dutch NV whose shares are listed on an EEA regulated market, or a non-Dutch listed company whose shares are listed on a Dutch regulated market, must notify the AFM without delay if the percentage reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% or 95%. The same applies to gross short positions crossing those thresholds. The AFM publishes notifications in its online registers. The EU Short Selling Regulation contains disclosure obligations for net short positions in EEA issuers.

Disclosure Obligations Applicable to Directors of Listed Companies

Managing directors and supervisory directors of Dutch NVs listed on a regulated market in the Netherlands must notify the AFM of their shares and voting rights, and changes in them, concerning shares in the issuing institution of which they are director and in affiliated issuing institutions. Additional reporting obligations may apply under the EU Market Abuse Regulation.

Ultimate Beneficial Ownership

The Dutch UBO register is no longer accessible to the general public. A restricted-access framework entered into force on 16 July 2025 through the Wijzigingswet beperking toegang UBO-registers. Access is now limited to competent authorities and certain other authorised parties, with implementing rules for legitimate-interest access still being developed. Dutch entities remain subject to UBO registration obligations.

Annual Reporting Obligations for BVs and NVs

The financial report consists of the management board report, the annual accounts and other information, such as the external auditor’s report. The management boards of both BVs and NVs must publish their annual accounts and file them with the Dutch Trade Register no later than eight days after adoption by the general meeting. If the annual accounts have not been adopted within two months after the end of the preparation period, the management board must publish them with a statement that they were not adopted. In any event, annual accounts must be filed ultimately within 12 months after the end of the financial year.

Dutch Listed Companies

Issuing institutions are subject to stricter financial reporting obligations under the Financial Supervision Act and applicable EU regulations. They must publish their annual financial report within four months after the end of the financial year and half-yearly financial reports within three months after the first six months of the financial year. Both reports must be filed electronically with the AFM and made available to the public.

Corporate governance arrangements that the managers of a Dutch listed company must implement to ensure compliance with the CG Code must be disclosed in the management report. The management board describes the main risks and uncertainties to which the BV or NV is exposed. The management report of large companies must also contain an analysis of financial and non-financial performance indicators, including environmental and employment-related issues.

Dutch Listed Companies

Dutch listed companies must include additional information in the management report, including key features of internal risk management and control systems in relation to the financial reporting process, the composition and performance of the management board, supervisory board and their committees, and the diversity policy regarding board composition.

Additional Information in Line With the CG Code

The CG Code provides that the company must explicitly state in a separate chapter of the management report (or on its website) the extent to which it complies with the CG Code and, where it does not comply, why and to what extent it deviates. The management board report must also include information on sustainable long-term value creation, risk management, culture and the effectiveness of, and compliance with, the code of conduct.

Supervisory Board Report

The supervisory board report is mandatory only for Dutch listed companies and must include, among other things, the supervisory board’s role in strategy, its monitoring of implementation, the independence of the supervisory board and its directors and chair, and the evaluation of the supervisory board, committees and individual directors.

Incorporation and Registration

A BV or NV is incorporated by notarial deed executed before a Dutch civil-law notary. After incorporation, the company must be registered with the Dutch Trade Register maintained by the Chamber of Commerce. The Trade Register contains key corporate information, including the company’s legal name, statutory seat, registered office address, directors, certain authorised representatives and, where applicable, other relevant registrations. Much of this information is publicly available, although access to certain information, such as UBO information, is restricted.

Annual Accounts

Non-listed companies

The management boards of non-listed BVs and NVs must publish their annual accounts and file them with the Dutch Trade Register, after which they become publicly available. The management board must prepare the annual accounts and make them available for shareholder inspection within five months after the financial year-end. The general meeting can extend this deadline by five months in exceptional circumstances and has two months to adopt the accounts after the preparation period has expired. See 5.1 Financial Reporting Requirements regarding filing deadlines. Dutch listed companies and large companies must disclose complete financial statements, subject to exemptions for medium, small and micro legal entities.

Dutch listed companies

Dutch listed companies whose securities are admitted to trading on an EU regulated market must make annual accounts publicly available and file them with the AFM within four months after the financial year-end. After adoption, the accounts must also be filed with the Dutch Trade Register within eight days. If the accounts have not been adopted within two months after the end of the preparation period, the management board must immediately make the prepared annual accounts public.

Semi-annual accounts are only mandatory for Dutch listed companies

Issuing institutions whose securities are admitted to trading on an EU regulated market must publish and file semi-annual financial reports with the AFM within three months after the first six months of the financial year. The AFM can impose an order subject to penalty and an administrative fine if these accounts are not filed in time.

Sanctions

Not filing annual accounts on time is an economic crime and can result in a fine or prosecution. It can also evidence mismanagement and may lead to personal liability of the management board in bankruptcy.

Dutch companies are not subject to a general AML reporting regime merely because they are incorporated in the Netherlands. AML obligations arise mainly where an entity qualifies as an “institution” under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme, or Wwft), such as a financial institution or specified gatekeeper. Where the Wwft applies, the principal obligations include risk-based customer due diligence, identification and verification of the customer and its UBO, ongoing monitoring, record-keeping, staff training and screening, and prompt reporting of unusual transactions, including intended transactions, to FIU-Nederland.

Board oversight is principally relevant where the company falls within the Wwft. In that case, the board must ensure that the institution has an adequate risk-based AML framework, including a documented and up-to-date business-wide risk assessment and appropriate policies, procedures and measures. If day-to-day management is determined by two or more persons, one day-to-day policymaker must be designated as responsible for Wwft compliance. Depending on the nature and size of the business, an independent compliance function and audit function may also be required.

Directors are not subject to a separate universal AML liability regime under Dutch law, but personal exposure may arise under general directors’ duties, regulatory enforcement and, in serious cases, criminal or administrative liability as a factual leader of the infringement. The AFM may impose fines on the legal entity and on individuals who have factually directed the breach. Failure by a reporting institution to report an unusual transaction is an economic offence, while good-faith reporting is protected by statutory criminal and civil immunity.

Dutch corporate law requires an audit of the financial statements for all large and medium-sized companies. The external auditor must examine whether the annual accounts provide the required legal disclosures and a true and fair view, whether other parts of the financial report comply with statutory requirements and whether the management report conflicts with the annual accounts or contains material misstatements. The external auditor reports to the management board and supervisory board and records the result in an independent auditor’s report.

Appointment of the External Auditor

Book 2 of the DCC provides that the general meeting appoints the external auditor; if it fails to do so, the supervisory board is authorised to appoint the auditor; and, in the absence of a supervisory board, the management board is authorised to do so. If an NV/BV is a public interest entity, the appointment must be notified to the AFM. Further rules on the selection and appointment of auditors of public interest entities are included in Regulation (EU) 537/2014 and in the CG Code.

The audit committee plays an important role in preparing the appointment. Public interest entities must regularly change audit firms. An audit firm may not perform that function for more than ten consecutive years, and the same firm may not carry out the statutory audit again until four years have passed. Within the audit firm, the auditor responsible for the audit may not be responsible for the audit report for more than five years.

General Risk Oversight

Under Dutch corporate law, the management board is responsible for identifying and managing risks associated with the company’s strategy and activities. The supervisory board, if there is one, supervises the management board’s policy and the general course of affairs. For Dutch listed companies, these responsibilities are further elaborated in the Dutch CG Code.

Internal Controls and Reporting

Dutch listed companies are expected to have adequate internal risk management and control systems. Following the 2025 revision of the CG Code, listed companies are also expected to include an enhanced management board statement on risk management (verklaring omtrent risicobeheersing, or VOR), covering the design, operation and assessed effectiveness of internal risk management and control systems for operational, compliance and reporting risks.

Geopolitical Risk

Although Dutch law does not require a separate geopolitical risk committee, geopolitical risk increasingly falls within ordinary risk oversight responsibilities, especially for listed companies and regulated firms. This includes risks relating to supply chains, cyber threats, export controls, sanctions and energy transition. The AFM has identified geopolitical uncertainty and related market risks as an area of supervisory attention.

International Sanctions Compliance

International sanctions compliance is generally addressed within the broader compliance and risk control framework. Dutch supervisors such as DNB and the AFM continue to emphasise sanctions compliance, internal controls and sound risk governance. Oversight is usually organised through management, compliance and legal functions, with review by the audit committee or supervisory board depending on the company.

ESG Reporting Framework

The Dutch ESG reporting framework is primarily driven by EU law. The principal corporate reporting instruments are the Corporate Sustainability Reporting Directive (CSRD), the European Sustainability Reporting Standards (ESRS) and, where applicable, the Taxonomy Regulation. The Sustainable Finance Disclosure Regulation applies to in-scope financial market participants and financial advisers. The Corporate Sustainability Due Diligence Directive is relevant to ESG compliance but primarily establishes a due diligence framework rather than a reporting regime. At national level, ESG considerations are also embedded in Dutch governance expectations through the CG Code.

Companies in scope

For companies within the scope of the CSRD, the key requirement is to include sustainability information in the management report in accordance with the ESRS and double materiality. Companies must report both on how sustainability matters affect the business and on how the business impacts people and the environment. This requires a structured internal reporting and control environment, external limited assurance over the sustainability statement and, where applicable, Taxonomy disclosures.

Timing and EU Omnibus I developments

The CSRD remains the central ESG reporting regime, but its timeline and scope have been recalibrated through the Omnibus I package. The April 2025 stop-the-clock directive postponed CSRD application for companies that had not yet started reporting and delayed parts of the CSDDD timetable. Further amendments in March 2026 narrowed the CSRD’s scope, including by raising thresholds.

Status of CSRD implementation in the Netherlands

In the Netherlands, the CSRD has not yet been fully implemented into national law, creating legal uncertainty. The Dutch implementation bill was submitted on 13 January 2025 and amended in June 2025 and April 2026 to reflect EU changes. In February 2026, the government announced a “repair clause” for the first reporting years.

Shift From Expansion to Simplification

The most significant shift in 2025–2026 has been from expansion to simplification. In the Netherlands, ESG remains important, but the direction at EU level has changed materially. The original trajectory of expanding ESG regulation has been recalibrated through the April 2025 stop-the-clock directive and subsequent Omnibus I amendments.

Reporting and Due Diligence Requirements

The most important changes concern both reporting and due diligence requirements. On the reporting side, the CSRD has been scaled back, in particular by narrowing its scope and introducing transitional relief for certain companies. For the CSDDD, the changes go beyond timing and include a significant narrowing of scope, the removal of the obligation to adopt a climate transition plan and the removal of the EU-harmonised civil liability regime. The changing components of ESG are therefore disclosure, timing, due diligence intensity, climate-planning architecture and liability.

Implications for Dutch Boards

For Dutch boards, ESG remains a core governance issue, but one that must now be managed against a more differentiated legal framework. Boards must distinguish between requirements that currently apply, those that have been postponed and those that, while no longer legally mandated, continue to shape market practice and stakeholder expectations. In the Netherlands, this is complicated by incomplete national implementation and the repair clause announced in February 2026 for the first reporting years.

Climate Litigation and Stakeholder Expectations

The Dutch market continues to be shaped by climate litigation and broader stakeholder expectations. Following the Hague Court of Appeal’s Shell judgment of 12 November 2024, the specific 45% reduction order against Shell was set aside. However, the court also held that Shell is obliged to reduce its CO₂ emissions and that this obligation follows from the human right to protection against dangerous climate change. Climate strategy, transition risk and stakeholder interests therefore remain highly relevant in Dutch corporate governance.

There is currently no Dutch company-law regime that requires a separate AI committee, a dedicated AI officer at board level, or mandatory AI-specific board composition rules. Board oversight of AI is governed through the ordinary allocation of responsibilities between the management board and supervisory board, supplemented by sector-specific regulation and the directly applicable EU AI Act. A Dutch draft AI Act Implementation Act was published for consultation on 20 April 2026. It does not introduce AI-specific board composition rules or mandatory AI committees, but sets out the proposed Dutch supervisory and enforcement architecture for the AI Act.

For listed companies, the Dutch CG Code reinforces this general framework by requiring the management board to identify and manage risks associated with the company’s strategy and activities, and the supervisory board to focus on the effectiveness of internal risk management and control systems and the integrity and quality of reporting. The Code requires appropriate board expertise and experience, but does not impose AI-specific expertise quotas.

The AI Act entered into force on 1 August 2024 and applies in stages. The prohibitions on certain AI practices and the AI literacy obligation have applied since 2 February 2025. Governance rules and obligations for general-purpose AI models have applied since 2 August 2025. The main obligations for high-risk AI systems and transparency obligations will apply later, although timelines may be postponed pending approval of the EU AI Act Digital Omnibus proposal. Boards should therefore not describe AI oversight as a future-only issue. In practical governance terms, AI oversight sits within ordinary board responsibilities for strategy, risk management, internal controls, compliance and stakeholder interests. For listed companies, the audit committee has a relevant role in relation to reporting integrity and internal risk management and control systems. Where high-risk AI is used, the board should ensure compliance with AI Act requirements on human oversight, monitoring, incident escalation, logging and, where relevant, worker-representation information duties.

In the Netherlands, AI use-related risks are addressed through a layered governance framework rather than one single Dutch statute. The EU AI Act is the central horizontal regime, supplemented by the GDPR, consumer law, product safety law, sector-specific financial regulation, cybersecurity rules, IP law and ordinary Dutch tort and company law. On 20 April 2026, the Dutch government published a draft AI Act Implementation Act for consultation, opting for a hybrid supervisory model under which existing Dutch regulators supervise AI within their respective domains.

The key AI governance developments for 2025 are the practical start of the first phases of the AI Act, the European Commission’s February 2025 guidance on prohibited practices and the August 2025 application of governance rules for general-purpose AI models. A key Dutch development for 2026 is the proposed national supervisory framework, with ten market surveillance authorities and coordination by the Dutch Data Protection Authority and Dutch Authority for Digital Infrastructure. Responsibility in practice is spread across several functions. The management board typically owns AI strategy and deployment decisions; legal, privacy, compliance and risk teams assess regulatory and conduct risks; IT and security address resilience and cyber issues; and internal audit or control functions provide assurance. In larger organisations, the audit or risk committee often plays the principal oversight role, even without a dedicated technology or AI committee.

The main liability exposures for boards and officers arising from AI use in the Netherlands do not stem from a single AI-specific directors’ liability rule. Instead, they arise through existing frameworks, including disclosure failures, inadequate risk management, privacy and data protection breaches, discriminatory or unfair outcomes, consumer law violations, misuse of intellectual property, cybersecurity failures, product or service defects and misleading market communications.

For directors, the core question is whether they have exercised adequate oversight over the company’s use of AI in light of the company’s business, risk profile and applicable regulation. Where AI use is material, boards should be able to show that they identified the relevant risks, assigned internal ownership, implemented appropriate controls, ensured incident escalation and documented decision-making. A failure to do so may translate into ordinary Dutch directors’ liability, regulatory exposure and civil claims by affected third parties.

Enforcement may come from data protection authorities for privacy-related breaches, financial regulators in supervised sectors, consumer authorities for unfair commercial practices, civil courts in tort or contract and potentially shareholders or stakeholders where deficient AI governance feeds into broader mismanagement allegations. Once adopted, the Dutch AI Act Implementation Act is expected to give designated Dutch authorities powers to supervise and enforce compliance with the AI Act.

There is currently no general Dutch rule requiring all companies to provide a stand-alone AI report in their annual accounts or management report. However, AI-related disclosure may still be required where AI use is material to the company’s business, risk profile, governance, financial position or sustainability reporting.

For listed companies, the most relevant route is through general disclosure requirements: risk factor disclosure, governance reporting, internal control reporting, market disclosure obligations and, where relevant, prospectus disclosure. Following the 2025 update of the CG Code, boards of Dutch listed companies are expected to report more explicitly on the effectiveness of internal risk management and control systems. If AI creates material operational, compliance or reporting risks, those risks may need to be reflected. Where AI tools materially affect personal data processing, consumer-facing communications, financial products or sustainability claims, companies may also face indirect disclosure obligations under privacy, consumer, financial or prospectus regimes.