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 you need 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 you need to do

If you own a company and plan a merger or company acquisition, it is recommended to get the advice of an expert. A number of important steps to take are:

• You should prepare a merger proposal. This should contain the legal structure, name and location 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 company 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 in advance. This depends on your turnover. A merger may only take place with the approval of ACM.