Prepare your employees for company takeover
The employer must inform the employees well in advance about the sale of the company. And you must tell them in time about the arrival of new colleagues. You may need to involve the works council, trade unions or Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV) in the preparation. That depends on the size and situation of the acquisition. Ask for advice about this well in time from an organisation that specialises in takeovers and corporate mergers.
Your role changes
Are you hiring employees for the first time? Then your role as an entrepreneur will change. Acting as an employer often requires new qualities. Read about your changing role on KVK.nl (in Dutch).
Taking over employees
Taking over employees during a company takeover is not a choice. You may not fire any employees. Your new employees retain all rights and obligations. This applies to both the primary and secondary terms of employment. You are not allowed to change anything in their employment contracts or in the existing collective labour agreement (CAO).
The previous owner is jointly responsible for compliance with the employment contract for 1 year.
Collective labour agreement
If a CAO applied at the former employer, it will continue to apply until the CAO (or its declaration of universal applicability) expires. Only then are you allowed to change the terms of employment?
Exceptions when taking over employees
You decide whether and which employees you take over if:
- you take over a company that has gone bankrupt
- the activities of your company have changed radically
- it concerns a share transfer
There are no exceptions for sick employees
You must also take over sick employees. Including all obligations. That means you:
- must continue to pay wages during the period of illness.
- takes over the risk of wage sanctions from the previous employer. With a wage sanction, you must continue to pay the wages for longer in the event of illness. UWV imposes a wage sanction if an employer fails to comply with its reintegration obligations under the Eligibility for Permanent Incapacity Benefit (Restrictions) Act (Wet verbetering poortwachter,in Dutch)
- become a self-insurer for the Return to Work of Partially Disabled Persons Scheme (WGA) and the Sickness Benefits Act (ZW) if the previous employer was also one. This means that you must pay the benefits and the costs of the reintegration yourself.
Employees who do not want to participate resign
Does an employee not want to continue working for you? Then they must submit a written statement. This must show that they choose to terminate the contract. This means that they resign and are usually not entitled to unemployment benefits.
Include the employees in your pension scheme.
You must take over the pension scheme from the previous employer, unless:
- your company has a pension scheme. You can include new employees in this scheme.
- your company is required to participate in an industry-wide pension fund. Your new employees must also participate in this fund.
- there are agreements about the pension scheme in a collective labour agreement or another scheme.
Employees keep the entitlement to the pension that they have already accrued. If you do not have a pension scheme, you must continue the former employer’s pension scheme. 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.
Report the takeover to the Tax Administration
You must inform the Tax and Customs Administration that you are taking over employees. To do so, complete the form Melding Loonheffingen Overdracht van activiteiten (Notification of Wage Taxes Transfer of Activities, in Dutch).
Will you become an employer for the first time as a result of the takeover? Then you must register as an employer with the Dutch Tax and Customs Administration.