What are inquiry proceedings (enqueteprocedure) in the Netherlands?

Dutch term: Enqueteprocedure | Legal basis: Articles 2:344-2:359 BW

Inquiry proceedings (enqueteprocedure) under articles 2:344 to 2:359 of the Dutch Civil Code are a specialised procedure before the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal. They allow shareholders, works councils and other stakeholders to request an investigation into the management of a company.

The procedure has two phases. In the first phase, the Enterprise Chamber assesses whether there are reasonable grounds to doubt the proper conduct of the company's affairs and, if so, orders an investigation. In the second phase, based on the investigation report, the Enterprise Chamber can establish mismanagement and impose definitive measures. Provisional measures (including appointment of interim directors) can be imposed at any stage.

Why it matters for international businesses

Inquiry proceedings are a powerful tool for minority shareholders and can resolve corporate governance disputes faster than ordinary civil proceedings.