Business law

A commercial contract with a Dutch business should answer four practical questions: who must perform, what performance is required, what happens if something goes wrong and where an enforceable remedy can be obtained. Choosing Dutch law or writing the document in English does not answer all four. International goods contracts may also fall under the CISG, and an English-language court procedure requires more than an English contract.

Starting a business in the Netherlands involves more than choosing a company name and obtaining a KVK number. A foreign entrepreneur needs to decide which entity will enter into contracts, where commercial risks will sit, who may represent the business and how Dutch employment and regulatory obligations will be managed. A Dutch private limited company, or BV, is one option. Operating through a registered branch of an existing foreign company is another. Neither option automatically gives an owner permission to live or work in the Netherlands.

Not receiving information as a shareholder? Make a targeted request, record the refusal and choose your next step.

Main contractor not paying your invoice? Check the payment arrangements, additional work and complaints before you stop work.

Work not carried out as agreed? Record the defects, complain in time and choose the right remedy.

Two shareholders blocking each other: decision-making, deadlock arrangements, temporary measures and withdrawal.

Is your business energy bill incorrect? Check meter readings, tariff and advance payments before you pay.

Disputing an energy contract concluded by telephone or through an intermediary: evidence, authority, misrepresentation and cooling-off period.

A business termination fee is not automatically owed: check the contract date, customer category and calculation.

Force majeure arises where the other party fails to perform because of a cause for which it cannot be blamed.