Netherlands: Corporate and Company Law

The Dutch government has blocked the acquisition of Solvinity, the Amsterdam-based IT company behind DigiD, by American firm Kyndryl following advice from the Bureau for Investment Review.

Under Dutch law, a 403-declaration allows subsidiaries to avoid publishing individual financial statements by having their parent company assume joint liability for their debts. When these subsidiaries change hands in M&A transactions, both buyers and sellers face significant exposure unless the declaration is properly withdrawn through a strict statutory process that includes creditor opposition rights.

The European Union's Pillar 2 tax framework imposes a minimum 15% effective tax rate on multinational groups with consolidated turnover exceeding EUR 750 million. This comprehensive analysis explores how organizations must adapt their tax control frameworks to meet the complex requirements of the Global Anti-Base Erosion rules, including enhanced governance, adjusted reporting processes, and international coordination mechanisms.

The European Commission has proposed a new legal framework: EU Inc., a harmonised corporate regime designed to simplify cross‑border business across the EU.

The bill on transparency of civil society organizations (Wetsvoorstel transparantie maatschappelijke organisaties) was rejected by the Dutch Senate (Eerste Kamer) on March 24, 2026.

The April edition of the newsletter covers recent developments in politics, law, and the economy that are particularly relevant for German companies operating in the Netherlands.

The ECGT Directive introduces a further EU framework on ESG communications aimed at mitigating greenwashing and social washing.

The legislative proposal "Digital General Meeting of Private Legal Entities Act" was adopted by the House of Representatives (Tweede Kamer) on 16 December 2025 (the "Legislative Proposal").

Het wetsvoorstel ‘Wet digitale algemene vergadering privaatrechtelijke rechtspersonen'...