If you are a shareholder and are not receiving information, ask specifically which documents or explanations you need and why. Distinguish between information provided to the general meeting, contractual reporting arrangements and a request for specific documents. Being a shareholder does not automatically give the same right of access as being a director, nor unlimited access to the company’s entire records.
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Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar for employment law and personal injury.
The right next step depends on your position, the type of information, any refusal and its consequences. Sometimes a targeted request is enough. In other cases, performance of an obligation, proceedings for inspection of documents, annulment of a resolution or an inquiry procedure must be considered. Each of these routes has its own requirements.
What is your role within the private limited company (bv)?
Are you only a shareholder, also a director, or in addition a creditor of the company? A director needs information to perform his management duties. A shareholder exercises his rights on a different basis. A shareholder loan likewise does not automatically give you the same position with regard to information as a directorship.
Check the articles of association, the shareholders’ agreement and any investment or financing arrangements. These may provide for periodic reports, budgets, information on special transactions or an examination by an expert. Note who must provide what, to whom, how often and in what form.
A business dispute can cause roles to become blurred. Being told that you are no longer welcome at the office does not in itself end your statutory or contractual rights. Conversely, a shareholding does not mean that someone may independently open every account or take files outside the business.
Information at the general meeting
Article 2:217(2) of the Dutch Civil Code (BW) provides that the board of directors and the supervisory board must provide the general meeting with the information it requests, unless a compelling interest of the company opposes this. The rule can be found in Book 2 of the Dutch Civil Code.
Prepare your questions and link them to the agenda. What explanation is needed regarding the annual accounts, a loan, a proposed transaction or a director’s remuneration? Ask for an answer that is specific enough for you to determine your position and your vote.
Have the minutes record which questions were asked, which answers were given and which information was refused. If you disagree with the minutes, respond in good time and in writing. This later helps to establish whether the dispute concerned the content of the answer or a complete refusal.
Are you entitled to all documents outside the meeting?
There is no simple general rule that every shareholder can request every company document outside the meeting. Contractual arrangements and the circumstances may, however, give rise to additional obligations. The standards of reasonableness and fairness between those involved in the company under Article 2:8 BW play a role in this.
Your interest in obtaining information may, for example, carry considerable weight if you have to respond to a specific transaction that affects your position. This must be weighed against possible interests of the company, such as confidentiality and the interests of third parties. Merely invoking confidentiality is not always a sufficient answer, but the access you seek must be arranged in an appropriate way.
A clearly defined data room, inspection by an independent adviser or disclosure subject to confidentiality arrangements can sometimes provide a solution. In this way, the dispute does not have to be reduced immediately to getting everything or getting nothing.
Draft a targeted request for information
A useful request states your capacity, the information, the period, the purpose and the desired response time. Refer to the contractual arrangement or statutory position you are relying on. Indicate whether you are asking for copies, inspection or an explanation.
| Question | Targeted description |
|---|---|
| Transaction with an affiliated company | Agreement, resolution and calculation of the fee for the transaction concerned |
| Liquidity problems | Recent liquidity forecast and substantiation of the specific financing requirement |
| Shareholder loan | Agreement, movements and balance history of your own loan |
| Proposed resolution | Documents supporting the proposed decision and its financial consequences |
| Share valuation | Information required under the agreed valuation method |
A request for all emails of all employees over several years may be disproportionate or insufficiently specific. Therefore describe which legal question you are investigating and why the information requested contributes to answering it. Do not artificially limit the request if more is needed, but make sure you can explain why it is necessary.
What if the board refuses?
Ask for the reason for the refusal and for a proposal for a less burdensome way of providing the information. Record why the alternative is or is not sufficient. Do not simply repeat the same general demand when the real problem is, for example, a lack of financial explanation.
Check whether performance of a clear reporting arrangement can be demanded. For specific documents, a statutory route for inspection may come into play. The applicable requirements must then be examined, including your interest, how precisely the records are defined and the relevant legal relationship. Such proceedings are not an unlimited search for possible mistakes.
If the matter is urgent, you must make clear why waiting would cause specific harm. A proposed transaction or an upcoming meeting may be relevant, but it does not automatically make every claim for information urgent. The measure sought must be proportionate to the urgency.
Information and a possibly flawed resolution
Inadequate information may also be relevant when assessing a resolution. Examine how the resolution was adopted, which procedural rules applied and which interests were affected. Not every omission automatically leads to annulment.
Article 2:15 BW provides for a separate procedure before the district court and, according to the statutory criteria, a one-year time limit (vervaltermijn). Have its starting point determined in your specific case. An ongoing request for information or ongoing talks do not automatically preserve that period. So do not wait until your file is complete if a time limit is about to expire.
Proceedings concerning a resolution are something different from a request to exit the company or an inquiry procedure. For a comparison, see shareholder disputes. In the event of deadlock between two shareholders, the explanation of a 50/50 deadlock is relevant.
Can an inquiry procedure help?
A structural information problem may be part of wider doubts about whether the company’s policy and affairs are being properly conducted. Whether a request for an inquiry is possible and worthwhile depends, among other things, on standing, procedural requirements and sufficiently specific facts. Not every refused question justifies an investigation.
An inquiry must also be distinguished from obtaining documents for an ordinary monetary claim. The costs and consequences for the business can be considerable. So discuss whether a more limited measure could already solve the problem.
In a dispute about the valuation of shares, information may in fact become available through a clearly defined expert investigation. In ECLI:NL:GHAMS:2025:703, an expert examined several valuation scenarios because the parties disagreed about business activities that had been moved elsewhere. The information required followed from the specific valuation question, not from an unlimited general right of inspection.
Access to systems and confidential information
Only use access that you lawfully have. Do not, on your own initiative, copy all personnel, customer or company data because you are a shareholder. Assess the purpose, your authority, confidentiality and personal data. A conflict does not cancel out the normal responsibilities regarding data.
Do keep lawfully obtained evidence, and document which access has been withdrawn. If essential records are at risk of disappearing, a targeted legal measure may be necessary. In that case, describe which data are at risk and what that suspicion is based on. Specific substantiation is more useful than a general accusation that the board will hide something.
An initial review of your file
Gather the articles of association, the shareholders’ agreement, relevant meeting documents, earlier requests for information, the answers received and the contractual reporting arrangements. Make a short list of the missing information and the purpose of each item. State the next meeting, transaction or deadline.
Through its corporate law practice, Arslan Advocaten can assess which route for obtaining information and which proceedings suit your position. If you want to restore the cooperation or, on the contrary, leave it, include that goal in the assessment from the outset. For that broader choice, see the articles on conflict with a business partner and exiting a bv.
Frequently asked questions
As a minority shareholder, do I have no rights?
You do have rights, but their scope and the route depend on the law, the articles of association, the arrangements made and the circumstances. A minority interest does not in itself render a request for information invalid.
May the board refuse everything on grounds of confidentiality?
No, that cannot be assumed in such general terms. The specific ground and the possibility of providing information in an adapted form must be examined.
Does being a shareholder give access to the bank account?
Not automatically. Authority, the role on the board, contractual arrangements and how the banking relationship is set up must be considered separately.
Must I wait for information before I can challenge a resolution?
Do not wait without assessing the time limits. Strict time limits for annulling a resolution may be running, and correspondence about information does not automatically extend them.
Sources and legal basis
- Amsterdam Court of Appeal, 20 March 2025, on the determination of the price of shares by an expert (ECLI:NL:GHAMS:2025:703).
- Dutch Civil Code, Book 2 (legal entities).
Corporate law at Arslan Advocaten. This article is reviewed whenever the law changes. Last updated: 19 September 2026. General information is not legal advice on your own situation.
