Enquêteprocedure

The inquiry procedure is governed by Articles 2:344 to 2:359 of the Dutch Civil Code and enables shareholders, the works council or other interested parties to submit a request for an investigation to the Enterprise Chamber of the Amsterdam Court of Appeal. Its purpose is to establish whether mismanagement has occurred and, where appropriate, to impose measures to remedy the situation.

This procedure is significant as it provides a powerful mechanism for addressing internal conflicts or mismanagement without the immediate need to commence civil proceedings. Following the investigation, the Enterprise Chamber may impose binding measures, such as the suspension or dismissal of directors or supervisory directors.

In practice, the inquiry procedure is frequently invoked in shareholder disputes, family-owned companies or upon indications of fraud, and is regarded as an effective means of correcting a company’s corporate governance.