Netherlands: Corporate/Commercial Law

The Netherlands employs anti-loss trafficking rules to prevent companies from trading carry-forward tax losses, with the Supreme Court recently extending these restrictions to unrealised losses. Understanding how ownership changes, activity reductions, and post-closing restructurings affect access to tax attributes is crucial for US multinational enterprises pricing acquisitions of Dutch targets.

The September edition of our newsletter covers the latest political, legal and economic developments of particular relevance to German companies operating in the Netherlands.

The Netherlands is poised to grant its competition authority unprecedented power to scrutinize mergers that fall below traditional notification thresholds, targeting potentially harmful transactions such as roll-up strategies and killer acquisitions. While the Dutch House of Representatives has approved the bill despite criticism from the Council of State, the legislation introduces an asymmetric threshold system and raises standard notification requirements, fundamentally reshaping the country's merger con

De Wet op het financieel toezicht (Wft) verbiedt het aanbieden van krediet aan consumenten zonder vergunning van de AFM. Dit artikel biedt een praktisch overzicht van de belangrijkste aandachtspunten bij kredietverstrekking, inclusief recente jurisprudentie en concrete handvatten om te bepalen wanneer de vergunningplicht wel of niet van toepassing is.

De Brauw has released its annual reporting checklist for Dutch public limited liability companies with shares or depositary receipts listed on Euronext Amsterdam, covering financial years starting January 1, 2026. This comprehensive tool consolidates extensive disclosure requirements from various legal sources into a single practical overview, now available for both two-tier and one-tier board models.

The European Single Access Point (ESAP) will revolutionize how investors access financial and sustainability information about European companies through a centralized, free platform managed by ESMA. With the Dutch implementing act now published, companies face new format and metadata requirements across multiple phases starting July 2026. Understanding these phased obligations and their impact on issuers, non-listed CSRD companies, and financial institutions is crucial for compliance readiness.

The Dutch government has unveiled its Tax Plans 2027, introducing significant changes for corporate taxpayers including retroactive implementation of the Side-by-Side package and modifications to participation exemption rules for foreign currency hedging. The proposals emphasize innovation through enhanced tax benefits for SMEs and improved treatment of employee share options in start-ups, though their adoption faces uncertainty given the government's lack of parliamentary majority.

Private investors and banks are increasingly willing to fund defense companies in the Netherlands, yet early-stage innovators face significant financing challenges due to structural tensions in government procurement...

The Dutch government has introduced a draft bill aimed at making employee participation through shared option schemes more tax-efficient for innovative start-ups and scale-ups

The September edition of our newsletter covers the latest political, legal and economic developments of particular relevance to German companies operating in the Netherlands.

Dutch companies with 50 or more employees must establish works councils that hold statutory consultation rights over significant business decisions. Understanding when works council advice is required—particularly for financings, guarantees, security packages, and control transfers—is essential for transaction planning and legal compliance.

The Netherlands has introduced public country-by-country reporting requirements for large multinational groups with consolidated revenue above EUR 750 million. These new rules will make tax data publicly accessible through the Dutch trade register, allowing journalists, NGOs, investors and competitors to review tax information by jurisdiction. Groups with a calendar financial year must publish their first report by the end of 2026, covering the 2025 financial year.