In case of private companies with limited liability (BVs) and public companies (NVs), other than those listed on a regulated market or 100% subsidiaries of such entities, a natural person who directly or indirectly holds more than 25% of the shares, voting rights or ownership interest in the company should be considered as the ultimate beneficial owner (UBO). In practice, however, it is sometimes difficult for a legal entity to determine the UBO. Such difficulty is well illustrated by the example set out below, regarding a BV that has issued cumulative preference shares. Read more

Wintertaling is a proud partner to Capital Tour Online 2020!

Capital Tour Online 2020 connects startups and investors, to make sure that amazing ideas can prosper! This Tuesday 30 June 2020, we will be guiding startups to meet investors.

Check out the program on .

Want to join? Get you tickets here:


On 10 June, Wintertaling, together with Rutger Kemper (cofounder of Leapfunder, managing director of Presidents Institute), participated for the fifth time in the GO!-NH accelerator programme. This time they took part in one-on-one sessions on the legal and economic aspects of start-ups and financing. This session was followed by a combined webinar, in which the startups were informed about their professional lifecycle from incorporation to exit.

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Dutch Startup Association, the promoter of startups in the Netherlands, has launched ReStartup where partners of the DSA are linked to startups in need of advice in times of COVID-19. Wintertaling is pleased to give her support and to be able to provide several startups with advice. For more information on how Wintertaling can help your startup or scaleup, click here.

Recently, the NCC (Netherlands Commercial Court) gave a judgement on broken off M&A negotiations as a result of the COVID-19 crisis. The Court denied the claim to carry on with completing the transaction and allowed the claim for the break-up fee, despite defendants invoking unforeseen (COVID-19) circumstances.  

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On 3 April last, the Ministry of Justice and Security announced emergency legislation: “to solve practical problems arising from the corona crisis.”

Part of this emergency legislation is that the management board may determine that the general meeting may only be followed via livestream, subject to the condition that members and shareholders can submit questions during the meeting or in advance, which will be answered no later than at the meeting itself.

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The effects of the coronavirus can currently be felt all around the globe. Great uncertainty about the duration of measures concerning the virus and ever more stringent measures cause many questions among entrepreneurs. Frequently asked questions are:

Picture Laura – Del, CC
  1. Can I invoke force majeure if I am unable to comply due to these circumstances?
  2. Can I invoke unforeseen circumstances if I am unable to comply due to these circumstances?
  3. Does an agreed penalty clause apply in the given situation?
  4. Does the insurance cover damages which result from closing a business or cancelling events due to the coronavirus?
  5. Can I still hold a shareholders’ meeting after the call for social distancing and the ban on assembly?
  6. What is the effect on me as a buyer in a business acquisition?
  7. To what extent can I, as an entrepreneur, rely on support measures from the Dutch government?

Below, we try to answer these most frequently asked questions concerning a company and the coronavirus. If you have any further questions about your specific situation, contracts or other questions about the legal consequences of the coronavirus, we will be happy to help you. Please feel free to contact Wintertaling Advocaten & Notarissen.

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On 22 August 2019 , the preliminary draft Act on the Amendment of the statutory shareholders’ dispute resolution procedure and clarification of admissibility criteria for inquiry proceedings (voorontwerp van de Wet aanpassing geschillenregeling en verduidelijking ontvankelijkheidseisen enqueteprocedure) was published. The preliminary draft is intended to make the statutory dispute settlement procedure more effective and to clarify the conditions governing access to inquiry proceedings before the Enterprise Chamber. Until 22 November 2019, interested parties could respond to the public consultation on the preliminary draft.

On behalf of Wintertaling, Marein Smits and Martin Blom have responded to the public consultation. In their contribution, they draw attention to the position of holders of depository receipts (certificaathouders) and they propose to give certain depository receipt holders access to the statutory dispute resolution procedure.

You can read their contribution here. (in Dutch) (mirror)

Wintertaling partner of GO!-NH

On 19 November 2019, Wintertaling, together with Leapfunder, gave a presentation and workshop on the legal and economic aspects of startups and financing, for the fourth time as part of the accelerator programme of GO!-NH.

GO!-NH is the programme of the province of Noord-Holland in which 13 startups and spinoffs accelerate their business in three months through training, tools and professional support from experts. Tim Carapiet explained the basics of setting up a BV (Dutch limited company), structuring the company, various forms of financing and the terms conditions associated with convertible or equity investments. In one-on-one sessions, all participants were legally screened and helped on their way through the legal jungle in order to setup their startup in the best possible way.

For more information on how Wintertaling may assist your startup, please visit the page of Wintertaling Startupdesk.

Veiligheid vs. privacy?
Een praktische handleiding bij de komende UBO regelgeving.

Op 10 januari 2020 wordt het Ultimate Beneficial Owner (UBO)-register ingevoerd. Wat houdt dit in? Wat betekent dit voor de privacy van personen en bedrijven die in dit register komen (en wie komt erin)? En hoe ver ga je eigenlijk als bedrijf met de identificatie en verificatie van uw klanten?

Op 26 november a.s. organiseert Wintertaling advocaten en notarissen het UBO event en zal onze speciale gast Tony de Bree zijn visie geven op het UBO-register en op alle vragen die daarover rijzen.

Tony de Bree heeft 26 jaar ervaring in en rond de internationale financiële sector. Hij heeft zich gespecialiseerd in het UBO-register en diverse artikelen daarover geschreven. Daarnaast is hij management adviseur voor grote organisaties, gastdocent en auteur van o.a. Dagboek van een bankier.

Geef je op via de volgende link: uitnodiging UBO event