What is an acquisition of shares (aandelentransactie) under Dutch law?

Dutch term: Aandelentransactie | Legal basis: Book 2 BW + freedom of contract

An acquisition of shares (aandelentransactie) in a Dutch B.V. or N.V. involves the purchase of the company's shares from the selling shareholder(s) by the buyer. The transaction is documented in a share purchase agreement (SPA) and completed by a notarial deed of transfer before a Dutch civil-law notary.

Key elements include due diligence, the SPA with representations and warranties, purchase price mechanisms (locked box or completion accounts), conditions precedent (regulatory approvals, works council advice, financing), the notarial transfer, and post-completion adjustments. For B.V. shares, the articles of association typically contain transfer restrictions (aanbiedingsregeling or goedkeuringsregeling) that must be followed.

Why it matters for international businesses

For international buyers and sellers of Dutch companies, the notarial transfer requirement and the interaction with Dutch corporate governance rules (works council, transfer restrictions, potential change of control triggers) distinguish Dutch share deals from those in most common-law jurisdictions.