Mergers and company takeovers

If you own a company in the Netherlands and you want to amalgamate with another company, you can do this by merging or by acquiring another company. If you are going to work together to start one economic activity, you can set up a joint venture.

What to know

Only companies having the same legal structure can merge with each other. A private limited company can merge with another private limited company, but not with an association, for instance. You are not allowed to merge if your company has been dissolved or is in involuntary liquidation.

What to do

It is recommended to obtain the advice of an expert. A number of important steps to take when merging are:

• You should prepare a merger proposal. This should contain the legal structure, name and place of the parties, and the planned composition of the new management.
• You must file the merger proposal in the Commercial Register. In some cases, you will also have to file annual accounts and annual reports. This depends on your legal structure.
• The merger proposal must remain public in the Commercial Register for at least 6 months. If no objections have been received, then the civil-law notary can declare the merger or acquisition valid.

Reporting a merger or takeover

Only large companies that wish to merge must notify the Authority for Consumers & Markets (Autoriteit Consument & Markt, ACM) of this wish in advance. This depends on your turnover. A merger may only take place with the approval of ACM.