Shareholder Withdrawal Through Transfer via Summary Proceedings

A partnership in a company where two shareholders each hold half of the shares works as long as the shareholders see eye to eye. As soon as their relationship sours, that very equality can lead to a stalemate. The preliminary relief judge at the Amsterdam District Court considered such a stalemate, resulting in a ruling that was both pragmatic and striking.

The Case

Two shareholders each held 50 percent of the shares in a company focused on preventing chronic conditions related to obesity and being overweight. One of them was also the company’s sole director. In early 2025, tensions between them escalated to such an extent that the director proposed that one of them buy out the other or that the company be dissolved. According to the director, there was, among other things, a fundamental difference of opinion regarding the company’s direction, and the co-shareholder was prioritizing his own interests over those of the company.

Attempts to reach a mutual agreement failed. In March 2025, the director took sick leave due to burnout.

The company’s articles of incorporation included a mandatory offer provision. This means that a shareholder who wishes to transfer his shares must first offer those shares to the co-shareholder. The articles of incorporation stipulated that the co-shareholder then has four weeks to respond. If the co-shareholder does not accept all of the offered shares, the shareholders’ meeting has an additional six weeks to designate other prospective buyers.

The co-shareholder believed that this arrangement meant he could decline a portion of the offered shares. The director disputed this: she offered only her entire stake and believed that the block of shares should not be split up. When an external party proved willing to purchase the entire stake for a significantly higher amount than the co-shareholder was willing to pay, the director accepted that offer and a purchase agreement was signed.

Shortly after the purchase agreement was signed, the co-shareholder filed a petition for an inquiry with the Enterprise Chamber of the Amsterdam Court of Appeal (“OK”), including a request for immediate provisional measures.

In the preliminary relief proceedings (which took place before the OK considered the merits of the case), the director, in short, sought either the co-shareholder’s cooperation in the sale to the third party or the co-shareholder’s cooperation in transferring the shares to the co-shareholder himself. The co-shareholder, in turn, sought, in short, enforcement of an agreement he claimed had been made, or a prohibition on the sale until the OK had rendered a decision.

The Preliminary Relief Judge’s Ruling

The preliminary relief judge found that both parties agreed on the core issue: the solution was for the director to transfer her shares. The preliminary relief judge rejected the option of selling the shares to an outside party. The judge ruled that determining whether that sale was in line with the statutory tender offer provisions required further investigation, and there was no scope for that in preliminary relief proceedings.

Instead, the judge in preliminary relief proceedings issued the following order. Taking into account, among other things, the impasse between the parties since January 2025 and the director’s burnout symptoms, the parties were ordered to separate in the short term, with the co-shareholder required to provide unconditional cooperation in the transfer of the shares to him, in exchange for a provisional purchase price of €320,000. If the co-shareholder failed to comply in a timely manner, he would be required to pay a penalty of €5,000 for each day (or part thereof) that he failed to comply, up to a maximum of €100,000. Furthermore, if cooperation were not provided and the penalty payments were forfeited in full, the judgment would take the place of the co-shareholder’s required cooperation.

The judge based the provisional purchase price of €320,000 on the fact that, in March 2025, the parties themselves assumed that the shares were worth at least that much, which was confirmed by the higher offer from the third party.

What is notable is that the court reached this conclusion without examining the substantive legal criteria for forced withdrawal. There are relatively few published examples of such a forced withdrawal in summary proceedings.

Not the Standard Procedure

The fact that the judge in preliminary relief proceedings reached this conclusion is related to three circumstances. The parties agreed that the partnership had to end, who would leave, and that the price could be determined without the need for an expert. Because this was clear, the judge in preliminary relief proceedings did not proceed to the substantive legal test for withdrawal (Article 2:343 of the Civil Code).

If any of these three circumstances is missing—for example, because the parties disagree on who should leave—the situation is different. The judge in preliminary relief proceedings will have to make a preliminary assessment, based on the aforementioned legal test, as to whether a claim for withdrawal has a chance of success in a main action. It is often questionable whether summary proceedings are suitable for this purpose, given, for example, the limited scope for presenting evidence in this form of litigation. In other words, the route described above through the judge in preliminary relief proceedings offers a solution only if the parties have already resolved these issues themselves (to a sufficient extent).

Point to Note

If, as a shareholder, you are forced to surrender your shares, this is a drastic step. A transfer—or at least its consequences—cannot easily be reversed if the trial court later rules otherwise. Under the statutory dispute resolution procedure (which includes withdrawal from the company), the Commercial Court is the exclusive court with jurisdiction over the merits of the case. If, following summary proceedings resulting in a share transfer, one of the parties subsequently initiates proceedings on the merits, the Commercial Court will be faced with shares that have already changed hands. This is another reason why the bar for ordering such a measure in summary proceedings is set high. In this case, this was all the more true because an inquiry request was already pending before the same Commercial Court.

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