In a deadlock within a bv, the first step is to establish which decision cannot be taken and why. A 50/50 split of the shares does not mean that every board or shareholder decision automatically becomes impossible. Check the articles of association, voting rights, directors’ powers and the shareholders’ agreement. Then choose between making the company governable on a temporary basis, new arrangements or a definitive exit.
Nederlands: Lees dit artikel in het Nederlands: Patstelling tussen aandeelhouders in een 50/50-bv
Türkçe: Bu makaleyi Türkçe okuyun: 50/50 bv’de pay sahipleri arasında kilitlenme
Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar for employment law and personal injury.
This article deals with a specific blockage between shareholders. For the broader personal and business relationship, see a dispute with your business partner. If your main aim is to leave yourself, withdrawing from a bv is the better fit.
Where exactly is the blockage?
Draw up a list of decisions. For each subject, note who has authority, what majority is required and what happens if no decision is taken. Think of financing, adoption of the annual accounts, appointment of directors, dividends, a major investment or the sale of the business.
A difference of opinion about strategy is not always a formal deadlock. The board may be responsible for day-to-day operations within its powers. At the same time, the articles of association or contractual arrangements may make certain decisions subject to approval. A shareholders’ agreement and the articles of association do not have the same effect in every respect. Read them together for that reason.
Also check whether both shareholders are directors. An equal division of shares need not coincide with equal management power. Moreover, the authority to represent the bv towards third parties is a separate question from internal decision-making.
Document the consequences for the business
A court or adviser needs more than a statement that you can no longer talk to each other. Make clear how the business is affected. Are salaries not being paid? Is a credit facility expiring? Can an essential order not be placed? Or is one shareholder being structurally kept out of the information loop?
Keep invitations to meetings, agendas, proposals, minutes and written responses. Record which compromise was offered and why it did not work. Where possible, add financial data that support the urgency. In doing so, distinguish between a personal interest in leaving and the bv’s interest in remaining governable.
Try to keep the records and access to essential systems available to authorised persons. A counter-blockade of your own may make the situation worse and affect your position in proceedings. Where there are withdrawals of funds or data risks, a targeted measure must be considered.
Does the agreement contain a deadlock provision?
A shareholders’ agreement may contain arrangements for a stalled decision. Think of escalation to consultation, mediation, binding advice, an independent decision on a specific subject or a bidding mechanism. Check the conditions for triggering it and the time limits.
A mechanism in which one party names a price and the other must choose between buying and selling can have far-reaching consequences. Access to financing and differences in information can strongly influence the practical outcome. Do not trigger such a clause merely because its name sounds attractive. First examine the exact wording, the valuation basis and whether it can be implemented.
An informal understanding that one person “has the casting vote” does not simply replace the required corporate decision-making. If the parties want a temporary arrangement, it must be clear which powers they can actually adjust and which resolutions are needed for that.
Temporary arrangements to keep the business running
A temporary arrangement can create room to negotiate calmly about the future. Agree, for example, which ordinary payments will continue, how both parties will receive information and which exceptional transactions must be discussed in advance. Set a duration and a review date.
Limit the arrangement to what is necessary. An unlimited power of attorney for one party can create a new problem. Also consider contact with staff, financiers and key customers. A neutral, factual message can help limit unrest, whereas mutual accusations can erode the value of the business.
If voluntary arrangements fail and there is genuine urgency, interim relief proceedings for a specific measure may be relevant. That is not the same as a final ruling on who should hold the shares. The measure sought must match the problem and the legal basis.
Inquiry proceedings and immediate measures
Inquiry proceedings (enquêteprocedure) before the Enterprise Chamber can, subject to statutory conditions, be used where there are doubts about sound policy or a proper course of affairs. First check whether the applicant has standing and whether the procedural requirements have been met. Not every disagreement justifies an investigation.
Within inquiry proceedings, immediate measures may be requested where the state of affairs of the legal entity or the interests of the investigation so require. Think of a temporary director or a measure concerning control. The Enterprise Chamber decides which measure is appropriate. A party has no automatic right to precisely the intervention it wants.
Article 2:350 of the Dutch Civil Code in Book 2 of the Dutch Civil Code (BW) distinguishes between ordering an investigation and financing it. The costs of an investigation are a real part of the assessment. Inquiry proceedings are therefore not a cost-free way to put pressure on a business partner.
In ECLI:NL:GHAMS:2025:2275, a serious family conflict, management issues and compulsory transfer of shares (uitstoting) came together. The decision shows that management measures and the valuation of shares can form different parts of the solution. The facts and the applications made remain decisive; the existence of a dispute is not an automatic ground for transfer.
Withdrawal and expulsion as a definitive route
In the case of withdrawal (uittreding), a shareholder wishes to leave and have his shares taken over because his rights or interests are prejudiced as required by law. In the case of expulsion (uitstoting), the aim is instead for another shareholder to transfer his shares because his conduct harms the company’s interests to the extent required by law.
The current statutory rules can be found in, among others, Articles 2:336a and 2:343 of the Dutch Civil Code. Since 1 January 2025, new applications under the amended dispute resolution rules are heard at first instance by the Enterprise Chamber. Check the transitional law for older cases. A mere wish to stop working together does not replace the statutory test.
Annulment of a resolution is a different route. Article 2:15 of the Dutch Civil Code assigns that to the district court and sets a strict time limit (vervaltermijn). Do not, therefore, put every possible claim into a single list before the Enterprise Chamber without distinction. A lawyer must determine which applications can be dealt with together and which require separate proceedings.
Valuation is more than multiplying by fifty per cent
When negotiating a buyout, the parties must determine the basis of value and the valuation date. How are debts, cash, shareholder loans and current accounts treated? Are there special rights or disputes about related-party transactions? What assumptions apply to future business operations?
In ECLI:NL:GHAMS:2025:703, the parties agreed that shares would be transferred, while an expert investigation was still needed to set the price. The court had several scenarios examined because of a dispute over activities that had been moved. This illustrates why a valuation cannot always be settled with one simple formula.
Also record the implementation: financing of the purchase price, security, transfer by notarial deed, release from guarantees, change of directors and handover of information. A settlement concerning the shares does not automatically undo a personal guarantee.
File check and assistance
Collect the articles of association, shareholders’ agreement, shareholders’ register, board and meeting documents, recent figures, financing arrangements and the specific list of blocked decisions. Add the next business deadline. If essential information is missing, look at the route for information and inspection rights as a shareholder.
Arslan Advocaten can assess through its corporate law practice which temporary and definitive route suits the situation. Discuss the costs per phase and the position of the business alongside your own interests. For a comparison of procedures, see the general explanation of shareholder disputes.
Frequently asked questions
Can I dismiss the other shareholder with fifty per cent?
Not automatically. Being a shareholder and being a director are different roles. For the dismissal of a director, the applicable decision-making must be checked; that does not in itself end the shareholding.
Must the court always appoint a temporary director?
No. The procedural and substantive conditions must be met and the measure must be appropriate. The court weighs the specific situation.
Is a bidding clause always the fastest solution?
No. The wording, financing, access to information and the risk of an unintended sale are decisive. Have the consequences assessed before triggering it.
Can a settlement be reached while proceedings are pending?
Yes. The parties can make arrangements about governability, transfer and valuation. Record precisely which elements are settled and which procedural steps are needed afterwards.
Sources and legal basis
- Amsterdam Court of Appeal, 7 August 2025, on an investigation and a temporary director in a deadlock (ECLI:NL:GHAMS:2025:2275).
- Amsterdam Court of Appeal, 20 March 2025, on the determination of the share price by an expert (ECLI:NL:GHAMS:2025:703).
- Dutch Civil Code, Book 2 (legal entities).
Corporate law at Arslan Advocaten. This article is revised when the law changes. Last updated: 19 September 2026. General information is not legal advice about your own situation.
