Corporate Law in the Netherlands

WVT advises international multinationals, private equity sponsors and holding-structure architects on Dutch corporate law, M&A and governance from offices in the Netherlands.

Dutch Corporate Law for International Clients

International groups using Dutch BV or NV structures rely on WVT for ongoing corporate law advice covering M&A, governance, shareholder agreements, restructurings and intra-group transactions across the Netherlands and connected European jurisdictions.

BV and NV Corporate Practice

North American and Asian multinationals using Dutch holding companies engage WVT for board governance, statutory documentation, shareholder resolutions, capital changes, and cross-border legal mergers. Our attorneys draft, negotiate and execute under Dutch law. We handle Flex BV constitutional changes, NV listed-company governance, anti-takeover defence and shareholder dispute work. Each file pairs Dutch corporate law with the tax structuring that typically sits behind it, removing handoff gaps that arise when two firms split the work.

Our expertise

Dutch corporate law sits at the centre of many international holding structures, financing vehicles and operating subsidiaries. WVT’s attorneys and tax advisors cover legal documentation, transaction execution and Dutch tax matters in parallel for multinationals, private equity sponsors and family offices using BV, NV and cooperative structures.

Legal Services

Dutch M&A execution, joint ventures, legal mergers and demergers, BV and NV reorganisations, board governance, shareholder agreements, public bid defence and corporate litigation. Our attorneys also advise on Dutch Works Council consultation procedures, employment-law touchpoints in transactions and post-closing integration.

Tax Advisory

Dutch participation exemption planning, conduit substance reviews under Anti-Abuse Decree 1962, ATAD 3 readiness, Pillar Two compliance, DAC6 reporting and Belastingdienst ruling negotiations. Our tax advisors integrate Dutch corporate income tax planning with the legal structuring of M&A and intra-group reorganisations.

Cross-Border Service

Dutch BVs rarely operate in isolation. WVT coordinates Dutch corporate work with our Luxembourg and Swiss benches and with US counsel on transatlantic structures. One matter team handles the Dutch holdco, the Luxembourg SOPARFI above it and the Swiss operating entity beneath it without bridging three separate firms.

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Cross-Border Dutch Corporate Work

Most Dutch corporate law engagements at WVT touch a second jurisdiction. Group restructurings, cross-border mergers under Directive 2017/1132, intra-EU migrations and SE conversions require legal coordination across the Netherlands, Luxembourg and other EU member states.

Group Restructurings and Migrations

Dutch BVs migrating to or from Luxembourg, Switzerland and other EU jurisdictions require coordinated legal-tax sequencing. Our attorneys execute the Dutch-side documentation; our tax advisors confirm the participation exemption position and the substance footprint at each stage. This pattern recurs in PE portfolio reorganisations, post-acquisition integrations and family office wealth restructurings. WVT's Dutch corporate practice is built around these multi-jurisdictional flows rather than around domestic-only mandates.

FAQ's

Do I need a Dutch corporate lawyer to incorporate a BV?
Incorporation itself runs through a Dutch civil-law notary, not a corporate lawyer. However, the BV’s constitutional documents, shareholder agreement, board structure and group integration usually require corporate-law advice that the notary will not provide. WVT typically takes the file from constitutional drafting through execution, then advises on ongoing governance, transactions and restructurings as the BV trades.
Ongoing Dutch corporate law work for international clients covers M&A execution, board and shareholder governance, statutory housekeeping, intra-group reorganisations, financing arrangements, commercial contracts under Dutch law, and the legal side of substance and conduit-rule compliance. WVT also advises on shareholder disputes, anti-takeover defence and Dutch listed-company matters when these arise within a multinational group.
Each jurisdiction has its own statutory framework, court system and substance requirements. Dutch corporate law is codified in Book 2 of the Burgerlijk Wetboek; Luxembourg uses the Loi du 10 août 1915; Swiss corporate law sits in the Code of Obligations. The practical differences matter most on minimum capital, board composition, statutory audits and shareholder rights. WVT advises across all three from one integrated bench.
WVT works in English by default. Our attorneys and tax advisors regularly coordinate with US, Canadian, UK and Asian counsel on inbound investment, joint ventures and cross-border M&A. Internal communication, deal documentation, board materials and tax memoranda are produced in English. This is the operating language of our practice rather than an accommodation.
Our practice covers both private BV work and listed NV matters. On the listed side, our attorneys advise on AGM preparation, public bid defence, shareholder activism, anti-takeover measures, market disclosure and corporate governance code compliance. Most listed engagements involve coordination with Dutch counsel acting for other parties and with foreign exchanges where the company has a secondary listing.

WVT delivers Dutch corporate law advisory built around international clients.

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We believe it is essential that our corporate lawyers and tax advisors work together from the beginning of a project.

Collaborating in this way means the different fields of expertise can achieve optimum synergy. The result of which is a coherent corporate client structure.

Call +31 6 29 53 8971 or send us a mail info@wvant.com