NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
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 proceed - ings, which may be initiated, among others, by share - holders owning a certain percentage of the shares. At the written request of the shareholder, the Enter- prise 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 meas - ures for the duration of the proceedings. Based on the investigation report, the Enterprise Chamber may con - clude that there has been mismanagement and order measures such as suspension or annulment of resolu - tions, suspension or dismissal of directors, temporary appointment of directors, temporary departure from the articles, temporary transfer of shares for manage - ment purposes or dissolution of the legal entity. Dutch law does not recognise a derivative action. 4.5 Shareholders in Publicly Traded Companies Disclosure Obligations for Shareholders in Listed Companies Anyone who acquires or disposes of a capital inter - est 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 posi - tions crossing those thresholds. The AFM publishes notifications in its online registers. The EU Short Sell - ing 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 lim - ited to competent authorities and certain other author - ised parties, with implementing rules for legitimate- interest access still being developed. Dutch entities remain subject to UBO registration obligations. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Annual Reporting Obligations for BVs and NVs The financial report consists of the management board report, the annual accounts and other informa - tion, such as the external auditor’s report. The man - agement 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 adop - tion 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 electroni - cally with the AFM and made available to the public. 5.2 Corporate Governance Arrangement Disclosure Corporate governance arrangements that the man - agers of a Dutch listed company must implement to
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