Business law is not a closed field but the sum of the questions every entrepreneur faces sooner or later: contracts, general terms and conditions, unpaid invoices, disputes with a business partner, commercial premises, buying or selling a company, trade names and directors’ personal liability. This page sets out the essentials and links through to the detailed pages.
Where do you stand? Choose your situation
| Your situation | Read on |
|---|---|
| You have to draft or sign a contract | “What should a commercial contract contain?” below |
| You want to know whether your general terms apply | “When do my general terms and conditions apply?” below |
| The other party does not deliver, delivers late or delivers badly | litigating against a contracting party |
| Your invoice is not being paid | debt collection |
| You are starting or ending a partnership | conflict with a business partner |
| You work with self-employed contractors, or you are one | “False self-employment” below |
| You rent or let commercial premises | tenancy law |
| There is a conflict with a fellow shareholder | shareholder dispute |
| You are being held personally liable as a director | directors’ liability |
| There is a dispute with staff | employment law |
What should a commercial contract contain?
A contract comes into being through offer and acceptance, so without a signature and without paper. The question is never whether you agreed something, but what exactly — and that is what you record. The basis is Article 6:217(1) of the Dutch Civil Code. In most cases there are no formal requirements: agreement by email, in a chat or over the phone binds you.
A contract is therefore not a formality but a piece of evidence: it records what was agreed while both parties were still in a good mood.
| Element | Why it matters |
|---|---|
| The parties, precisely | the correct legal entity with its Chamber of Commerce number, not just a trade name |
| The performance | what is delivered, in what quantity, quality and specification |
| Time for performance | when, and whether that deadline is a strict one |
| Price and payment term | including or excluding VAT, and the consequences of late payment |
| Duration and termination | fixed term or rolling, notice period, interim termination |
| Liability and force majeure | whether it is limited, up to what amount, and what applies if performance becomes impossible through no one’s fault |
| Confidentiality and IP | what is confidential, and who owns what is created |
| Governing law and forum | decisive if you operate across borders |
When do my general terms and conditions apply?
Your general terms apply only if you made them available to the other party before or when the contract was concluded. Referring to terms you did not send makes the clauses in them voidable (Article 6:233(b) DCC). Article 6:234 fills this in: hand the terms over before or at conclusion or, if that is not reasonably possible, state in advance where they can be inspected and that they will be sent on request. The electronic route is allowed, provided the other party can store the text for later reference.
Translated: a link in your email footer is weak; a PDF attached to the quotation is strong. The other party need not have read the terms (Article 6:232 DCC) — what counts is that the opportunity was offered.
The black list and the grey list. The black list (Article 6:236 DCC) contains clauses that are always unreasonably onerous towards a consumer; the grey list (Article 6:237) contains clauses presumed to be unreasonably onerous, where the user may prove otherwise. Both lists apply only in the consumer relationship, not between businesses. Between businesses the open norm of Article 6:233(a) applies: a clause is voidable if, given the nature and content of the contract, how the terms came about and the parties’ mutually known interests, it is unreasonably onerous. Note Article 6:235(1): a legal entity that has published its annual accounts, and a party employing fifty or more people, cannot invoke these grounds at all.
Battle of forms. If offer and acceptance each refer to their own general terms, the terms of the first reference apply in principle — unless the second party expressly rejected the first party’s terms (Article 6:225(3) DCC). An order confirmation that merely says “our delivery terms apply” achieves nothing; one that adds “we expressly reject the applicability of your purchasing conditions” has actually joined the battle.
What can you do if the other party breaches the contract?
Every failure to perform obliges the defaulting party to compensate the loss, unless the failure cannot be attributed to it — but as long as performance is still possible, that right only arises once the debtor is in default (Article 6:74 DCC). This two-step is the most commonly missed point: angry emails, phone calls and an announced “claim” do not put anyone in default.
Article 6:82(1) DCC: default arises when the debtor is given written notice setting a reasonable period for performance and performance does not follow within that period. A usable notice of default contains four things: what was agreed, what is missing, by when it must be put right, and what you will do if the deadline passes.
- Record the shortcoming and the dates in writing; an oral complaint proves nothing later.
- Send a written notice of default with a reasonable deadline.
- If the deadline passes: demand performance, terminate the contract in whole or in part (Article 6:265 DCC), or claim damages — sometimes in combination.
- Consider suspending your own performance, but check the legal basis first rather than acting unilaterally.
- If it is about payment, move to collection: commercial debt collection step by step and a disputed invoice.
Working with a partner: vof, maatschap or bv?
The legal form determines two things: who is liable for the debts and who decides what in a conflict.
| Form | Liability | Typical use |
|---|---|---|
| General partnership (vof) | partners are in principle personally and jointly and severally liable for the partnership’s debts | a small business run together |
| Professional partnership (maatschap) | as a rule liability in equal shares; used for the professions | doctors, accountants, consultants |
| Private limited company (bv) | the company is liable for its own debts; a director only where personally seriously culpable | growing businesses, outside investment, ring-fencing risk |
The most common mistake is not the choice of form but the absence of a partnership agreement. It should cover who contributes what, how profit is divided, how decisions are taken (and what happens in a deadlock), what happens if one partner wants out, how shares are valued, illness and death, and any non-compete. Where none of this is arranged, the conflict is resolved by the general rules of the law — usually in court (personal liability in a vof, leaving a vof, exiting a bv).
False self-employment: what risk do you run as a client?
A “contract for services” can qualify as an employment contract where work, wages and authority are in fact present (Article 7:610 DCC and the Supreme Court’s Deliveroo judgment, ECLI:NL:HR:2023:443). For the client the consequence is twofold: retrospective payroll tax and social security contributions, and employment-law obligations — continued payment of wages, dismissal protection, transition payment.
Since 1 January 2025 the Dutch Tax Administration again enforces fully on the classification of working relationships, and since 1 January 2026 fines can be imposed as well. What reduces the risk is not the heading of the contract but how you actually work: do not put contractors in the shift roster, do not issue company equipment and email addresses as a matter of course, make substitution genuinely possible, and do not embed the contractor permanently in your team.
Do you rent 7:290 or 7:230a business premises?
This distinction determines almost your entire position as a tenant, and it follows not from the heading of the lease but from what actually happens in the premises.
| 7:290 premises | 7:230a premises | |
|---|---|---|
| Typically | shop, restaurant, café, takeaway, hairdresser, hotel | office, practice, warehouse, workshop, showroom without public counter |
| Term | five years, or the longer term agreed, automatically extended by five years (Article 7:292 DCC) | freely agreed; no statutory extension |
| Notice | at least one year, by writ or registered letter (Article 7:293(2) DCC) | as agreed in the contract |
| Protection | a limited list of statutory grounds for termination; strong tenant protection | eviction protection only (a postponement) |
Taking over a business: asset deal or share deal?
In an asset-liability transfer you acquire only the assets and liabilities you select; the company’s past stays in principle with the seller. In a share transfer you take the company as it is — with its contracts, permits and unknown historic liabilities. The first is safer for a buyer, the second simpler for continuity.
In both routes the rules on transfer of undertaking may apply: when a business is transferred, employees pass automatically to the acquirer on their existing terms (Articles 7:662 et seq. DCC). You cannot contract out of that by saying you are “not buying the staff”. Due diligence, warranties and holding part of the price in escrow keep later surprises from turning into a price dispute.
Someone is using your trade name or trade mark
Trade name rights arise from actually using the name and protect against confusion among the public; trade mark rights arise only on registration and protect the sign used for your goods or services. Two different rights, two different tests.
Article 5 of the Dutch Trade Name Act prohibits using a trade name that was already lawfully used by another before your business traded under it, or that differs only slightly from it, in so far as confusion between the two businesses is to be feared among the public given the nature of the businesses and where they are established. Three elements: earlier use, a similar name, and a risk of confusion. Two identically named hairdressers in different provinces do not automatically infringe; two identically named builders in the same region very likely do. Article 5a covers the crossover: a trade name containing someone else’s trade mark.
Registration in the Chamber of Commerce register gives you no right to the name — the register does not check third-party rights. Your position comes from actual, earlier use: invoices, advertisements, your website and the date you started. For a stronger position, register the mark.
Can I be held personally liable as a director?
In principle no: the company is liable for its own debts. That starting point falls away in the event of improper performance of duties for which you are personally seriously culpable. Towards the company itself, Article 2:9 DCC applies: every director must perform their duties properly and is liable in full for mismanagement, unless no serious blame can be attributed to them and they were not negligent in taking measures to avert the consequences.
In bankruptcy, Article 2:248 DCC is added: if the board has manifestly performed its duties improperly and it is plausible that this was an important cause of the bankruptcy, every director is jointly and severally liable for the deficit in the estate. Paragraph 2 contains the evidential trap that is most often fatal: if the duty to keep proper accounts or to publish the annual accounts has not been complied with, improper performance is established and is presumed to have been an important cause of the bankruptcy.
Liability towards individual creditors can also arise in tort — for example where a director enters into an obligation knowing, or having to understand, that the company would not be able to perform it and would offer no recourse (directors’ liability in bankruptcy, conflicts between management and shareholders).
If your counterparty goes bankrupt
File your claim with the trustee and check immediately whether you have a retention of title clause: where delivered goods have not been paid for, that clause puts you in a far better position than an ordinary creditor. Rights of pledge and retention, set-off and ongoing contracts should all be assessed at this stage (bankruptcy of a contracting party, collection in bankruptcy).
When should you involve a lawyer?
- When drafting a new or recurring contract model — repairing it afterwards always costs more.
- When the other party fails to perform and the loss is growing.
- When a partnership or shareholder relationship reaches deadlock.
- When you are held personally liable, or confronted with a personal guarantee.
- When buying or selling a business.
- In a cross-border dispute: jurisdiction and applicable law are often half the outcome (international trade disputes).
Contact us directly
Send us your contract, your invoice or the letter you received, and we will give you a free, no-obligation first assessment:
- Amsterdam — 020 747 00 55
- The Hague — 070 4500 300
- Rotterdam — 010 311 5500
- Utrecht — 030 747 0038
- Eindhoven — 040 711 3099
This page is published under the responsibility of the commercial and corporate law team at Arslan Advocaten. Last updated: 13 September 2026. This page is general information and does not replace individual legal advice.