Exiting a BV is not an easy decision for many shareholders. When cooperation breaks down, trust is lacking, or conflicts continue to escalate, continuing may no longer be an option. Yet many shareholders do not know what options they have to exit a BV. In this article, you will read what exiting a BV means, when this is possible, and what steps you can take.
When does the desire to exit arise?
The desire to exit a BV often arises from structural problems in the cooperation. Common situations include:
- a conflict between shareholders;
- a difference of opinion regarding the course of the company;
- unequal effort or involvement;
- distrust towards the management board or co-shareholders;
- personal circumstances that make continuation impossible.
What do the articles of association and agreements say?
The first step when exiting a BV is to examine the legal basis:
- the articles of association (statuten) of the BV;
- a shareholders’ agreement;
- any supplementary agreements.
These often contain provisions on the transfer of shares, valuation, and dispute resolution. These agreements largely determine your options.
Ways to exit a BV
1. Sale of shares
The most common way to exit a BV is the sale of shares to co-shareholders or a third party. The price and conditions are often a subject of discussion.
2. Forced buyout
In some cases, a shareholder can be forced to transfer their shares, for example based on agreements made or a court decision.
3. Legal exit procedure (uittredingsprocedure)
When parties cannot reach an agreement among themselves, legal proceedings may be necessary to enforce an exit. This usually happens when the cooperation has become untenable.
Valuation of the shares
An important point of discussion when exiting a BV is the valuation of the shares. Parties often have divergent expectations about the value of the interest.
Objective valuation by an expert can help to break the deadlock.
What if co-shareholders are uncooperative?
In practice, we regularly see that co-shareholders do not want to cooperate with an exit. This can lead to prolonged stalemates. Legal steps may then be necessary to force a solution.
Consequences of exiting for the BV
Exiting a BV has consequences not only for the departing shareholder but also for the company itself. Consider changes in control, financing, and continuity.
International shareholders
For international companies, exiting a BV can be extra complex. Foreign shareholders have to deal with Dutch law, different governance structures, and cultural differences.
General information about shareholding can be found at the Chamber of Commerce (KVK).
Common mistakes when exiting a BV
- waiting too long to take action;
- not seeking legal advice;
- making informal agreements without documenting them;
- letting emotions dominate;
- litigating without a strategy.
What can Arslan Advocaten do for you?
Arslan Advocaten assists shareholders who wish to exit a BV. We analyze your position, advise on the best route, and guide negotiations or legal proceedings.
Read more about our expertise in corporate law, our experience with shareholder disputes, and conflicts with business partners.
Costs and litigation financing when exiting a BV
In disputes concerning exiting a BV, we generally do not work on the basis of free legal assistance. These processes require a careful legal and strategic approach.
However, this does not mean that you have to bear these costs yourself. In many shareholder disputes, it is possible to use litigation financing.
We work with an independent litigation funder who – after a substantive assessment of your case – may decide to pay all litigation costs. This includes, among other things:
- attorney fees;
- court fees (griffierecht);
- any costs of experts;
- costs in appeal proceedings.
If litigation financing is granted, you as a client do not have to pay these costs yourself. The litigation funder bears the financial risk of the proceedings.
The litigation funder only receives compensation in the event of a positive result. For you, this means that litigation is possible without having to incur costs in advance or during the proceedings.
About the author
This article was written by Onur Arslan, attorney and founder of Arslan Advocaten. He specializes in commercial disputes, including shareholder conflicts and exit issues.
Would you like to discuss whether exiting your BV is legally possible?
👉 View Onur Arslan’s profile and contact him directly.
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Frequently Asked Questions
What is the first thing I should do if I want to exit a BV?
The first step is to review the articles of association and the shareholders’ agreement, as these often contain provisions on the transfer of shares and the conditions for exiting. This gives you insight into your options and any restrictions.
How is the value of my shares determined when exiting a BV?
The value of the shares can be determined by an objective valuation by an expert, ensuring that the discussion about the price is fair and transparent. This helps to prevent or resolve conflicts over the value.
What can I do if co-shareholders oppose my exit?
In that case, legal steps may be necessary to enforce the exit, especially if the cooperation has become untenable. Legal proceedings can help to force a solution.
What are the consequences of exiting for the continuity of the BV?
Exiting can have far-reaching consequences for control, financing, and the overall continuity of the company. It is therefore important to properly map out these consequences before taking action.
