Business law
If you are starting or running a business in the Netherlands, it is important to understand the legal rules that apply. Many people come across terms like business law, company law and corporate law, and wonder what the difference is. Although they are related, they each cover different aspects of Dutch commercial life.
This article explains what business law is, how it differs from company and corporate law, and what areas it covers under Dutch law. Whether you are a freelancer, small business owner or international investor, this guide will help you understand the basics.
What is business law?
Business law (ondernemingsrecht) is the area of law that governs the formation, operation and external activities of businesses.
It is broader than company law or corporate law, because it includes not only legal entities such as private limited companies (besloten vennootschappen, or BV’s) or public limited companies (naamloze vennootschappen, or NV’s), but also sole traders (eenmanszaken), partnerships (maatschappen, VOF, or CV), and cooperative associations (coöperaties).
Business law focuses on the rights and duties of people and entities who are doing business in the Netherlands, including their relationships with customers, suppliers, partners, competitors and the government.
How is it different from company and corporate law?
Business law overlaps with company law (vennootschapsrecht) and corporate law, but the emphasis is different:
- Company law mainly concerns the internal structure of companies, such as how they are formed, governed and dissolved. It focuses on shareholders, directors and internal decision-making.
- Corporate law is often used as a broader term that includes both company law and governance of larger business groups, listed companies and mergers and acquisitions.
- Business law, by contrast, is more practical and operational. It includes not only internal issues, but also the external business relationships and compliance rules that apply to day-to-day activities.
For example, drafting a shareholder agreement is a matter of company law, while negotiating a contract with a supplier falls under business law. For more information about company and corporate law, see this article.
Legal sources of Dutch business law
Dutch business law is primarily based on the Dutch Civil Code (Burgerlijk Wetboek), especially:
- Book 2 Dutch Civil Code [1]– legal entities, companies and associations
- Book 3, 5 and 6 Dutch Civil Code [2,3,4] – general contract law and property law
- Book 7 Dutch Civil Code [5]– specific contract types (e.g. sale, agency, distribution)
Other relevant laws include the Handelsregisterwet (Commercial Register Act) [6] and sector-specific regulations (e.g. financial supervision, consumer protection, privacy law).
Key areas of business law in the Netherlands
Below are some of the most common topics covered by Dutch business law:
1. Legal forms and registration
Choosing the right legal structure is essential when starting a business. Options include:
- eenmanszaak (sole proprietorship)
- vennootschap onder firma (VOF – general partnership)
- commanditaire vennootschap (CV – limited partnership)
- besloten vennootschap (BV – private limited company)
- coöperatie (cooperative)
All businesses must register with the Dutch Chamber of Commerce (Kamer van Koophandel, or KvK) [7] , which manages the Commercial Register.
2. Commercial contracts
Business law governs various types of agreements, such as:
- sales contracts
- service agreements
- distribution and agency contracts
- general terms and conditions (algemene voorwaarden)
- confidentiality and non-compete clauses
Dutch contract law is flexible and based on freedom of contract, but certain rules (e.g. fairness, transparency) may apply, especially in B2C situations.
3. Business disputes and liability
Disagreements with clients, partners or competitors may arise during business operations. Business law covers:
- breach of contract
- liability for damages (aansprakelijkheid)
- debt collection
- unfair competition
Legal proceedings can be brought before the civil courts, or in some cases, through mediation or arbitration.
4. Business compliance and permits
Certain business activities require permits, licences or registration with authorities (e.g. environmental permits, food safety, financial services). Other legal obligations include:
- consumer protection
- privacy compliance (under the AVG, GDPR)
- advertising and e-commerce rules
- sector-specific regulations
When does business law apply?
Business law applies to anyone who carries out business activities in the Netherlands – whether as a sole trader, freelancer (zzp’er), startup, SME or multinational. It applies to both Dutch and foreign nationals, regardless of whether they have Dutch nationality.
Even if you do not formally register a company, you may still fall under business law if you operate in a professional or commercial capacity.
Conclusion
Business law in the Netherlands covers all aspects of running a business – from setting up and contracting, to compliance and resolving disputes. It provides the legal foundation that enables businesses to operate safely and efficiently.
Unlike company law, which focuses on internal governance, or corporate law, which often relates to large-scale structures and shareholders, business law deals with the day-to-day legal relationships and obligations that arise when doing business.
Legal support can be helpful not only when problems occur, but also to prevent them. A lawyer can assist with drafting clear contracts, reviewing legal risks, and ensuring compliance – all of which reduce the chance of future disputes.
Mediation can also play an important role, either to resolve an existing business conflict or as a preventive step. For example, business partners may choose to engage in mediation early on to align expectations, agree on roles, or clarify how decisions will be made. This type of preventive mediation can help avoid misunderstandings and strengthen long-term cooperation.
If you are running or planning a business in the Netherlands, it is worth investing time in understanding your legal position – and seeking professional guidance when needed.
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Disclaimer: The information provided on this website is for general informational purposes only and is not legally binding. Although we strive for accuracy, the content may contain errors. If you notice any mistakes, please let us know by contacting us via the contact form located at the bottom of the page.
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References
[1] Government of the Netherlands, Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2), wetten.overheid.nl , accessed on 06/21/2025
[2] Government of the Netherlands, Dutch Civil Code Book 3 (Burgerlijk Wetboek Boek 3), wetten.overheid.nl, accessed on 06/21/2025
[3] Government of the Netherlands, Dutch Civil Code Book 5 (Burgerlijk Wetboek Boek 5), wetten.overheid.nl, accessed on 06/21/2025
[4] Government of the Netherlands, Dutch Civil Code Book 6 (Burgerlijk Wetboek Boek 6), wetten.overheid.nl, accessed on 06/21/2025
[5] Government of the Netherlands, Dutch Civil Code Book 7 (Burgerlijk Wetboek Boek 7), wetten.overheid.nl, accessed on 06/21/2025
[6] Government of the Netherlands, Commercial Register Act 2007, (Handelsregisterwet 2007), wetten.ovenheid.nl, accessed on 06/21/2025
[7] Website of the Netherlands Chamber of Commerce (Kamer van Koophandel), kvk.nl, accessed on 06/21/2025