If you take over a business, you also take over the employees. The basic assumption in the case of a company acquisition is that nothing will change for the employees. You may not amend the contracts of employment or dismiss any employees. The employees are entitled to the same terms of employment as before. This can create differences between the employees who already work for your business and the employees acquired through the takeover. The former employer remains co-responsible for compliance with the employment contract for a period of 1 year.
Collective labour agreement
If a collective labour agreement applied at the former employer, it will continue to apply until the collective labour agreement (or its declaration of universal applicability) expires. Only then are you allowed to change the terms of employment, for which the former employer is not responsible.
From the moment of the takeover you must include the employees in your own pension scheme. They retain the entitlement to the pension that they have already accrued. If you don’t have a pension scheme, you must continue the former employer’s pension scheme.
Please note: Check if the former employer has paid the premiums for all accrued pension entitlements. If this is not the case, the pension provider may hold you liable for this.
Transfer of staff records
In the case of a takeover the former employer may transfer its staff records to you. To protect the privacy of the employees that you have acquired, specific rules apply. For more information, please contact the Dutch Data Protection Authority (Autoriteit Persoonsgegevens).
Objection to the takeover
Employees are not obliged to transfer in the event of a company acquisition. An employee who does not wish to transfer should preferably submit a written statement to you, in which he or she clearly indicates that he or she is choosing to terminate the contract. This means the end of the employment without an unemployment benefit entitlement. A verbal statement alone is insufficient.
Preparing for the takeover
Draw up a risk inventory in which you take account of issues such as terms of employment and absence due to illness. You may need to involve the works council, trade unions or the Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV) in the process. The employees involved are entitled to information when their business is taken over. Buyer and seller will each inform their own employees.