The former bookkeeper is holding on to the administration: enforcing delivery in summary proceedings
A construction company terminates the engagement of its bookkeeper. The bookkeeper then changes the access code of the accounting software, locks the director out, and refuses to hand over the digital administration, while the company needs it for pending proceedings. The provisional relief judge in Almelo orders the bookkeeper to transfer it, on pain of a penalty payment (ECLI:NL:RBOVE:2026:4407). The case shows how a company enforces the delivery of its administration, and where the limits lie, because not every refusal is wrongful and not every claim is granted.
The administration belongs to the company
The starting point is clear. The digital records that together make up the administration are the property of the company. Anyone who keeps them after the engagement has ended does so, in principle, without any right or title and must hand them over (para. 5.8). A statutory duty is added to this: under Section 2:10 DCC the management of a legal person must keep accounts and preserve them, so that the rights and obligations of the legal person can be known at all times (para. 5.7). That bookkeeping duty, with a retention period of seven years (Section 2:10 in conjunction with Section 3:15i DCC), means that a company cannot do without its historical administration.
May the bookkeeper withhold the administration over unpaid invoices?
A service provider still owed fees quickly thinks of a right of suspension or retention. Here a distinction is decisive. A bookkeeper or accountant may suspend its own further performance for as long as the client does not pay: in a Rotterdam case an accountancy firm rightly suspended the preparation of the income-tax return until the outstanding invoice for additional work had been paid (Section 6:52 DCC; ECLI:NL:RBROT:2026:837, para. 4.6). Suspending one's own performance, however, is something different from withholding the administration itself. That administration is the client's property; holding on to it in order to force payment is a far more drastic means, which requires a proper legal basis.
In the Almelo case that basis was absent. The bookkeeper did not rely on unpaid invoices, but on a speculative future interest: he wanted the state of the administration recorded with a view to possible future litigation between the (former) directors. That interest is by its nature speculative and weighs less heavily than the company's interest in immediate transfer (para. 5.10). Moreover, it can be protected in a less far-reaching way, namely by depositing the administration in its existing state with an independent third party. For that reason alone the refusal could not stand.
When is delivery granted, and when not?
Summary proceedings require an urgent interest (Section 254 DCCP). In the Almelo case there was one: the company needed the administration at short notice for pending proceedings, and the ongoing bookkeeping duty reinforced that interest. Because all the ancillary claims built upon the main claim for transfer, the urgent interest was carried over to them (para. 5.6; ECLI:NL:HR:2007:BA1522, para. 3.4).
The outcome is not a foregone conclusion, however. Where the client ought already to hold the records itself, the interest is lacking. In the Rotterdam case the claim for delivery of the 2020 to 2024 administration was dismissed, precisely because the company was deemed to hold it on the basis of its own retention obligation (Section 2:10 in conjunction with Section 3:15i DCC) (para. 4.4). And without a sufficiently urgent interest the claim likewise fails: at the Rechtbank Midden-Nederland the delivery of the business administration was refused on that ground (ECLI:NL:RBMNE:2024:5949). A party seeking delivery therefore substantiates concretely why it needs the administration now and does not already hold it.
Enforcement: the penalty payment and the pitfall of substitute performance
To the order for transfer the court usually attaches a penalty payment as a means of pressure. A technical limitation applies here: a penalty payment can be set per unit of time, for instance per day, or per breach, but not both at once for the same obligation (Section 611b DCCP). In Almelo the penalty payment was set at €2,500 per day, up to a maximum of €50,000 (para. 5.13).
A second pitfall lies in the way the claim is framed. The company also claimed that the judgment should take the place of the bookkeeper's cooperation in the transfer, a form of substitute performance (usually Section 3:300 DCC). The court is reluctant with this and dismissed the claim: it had been formulated as a co-equal claim without explanation, alongside the main order already reinforced with a penalty payment, and moreover lacked a statutory basis (para. 5.16). The lesson for practice: frame a claim for substitute performance in the alternative, with an express legal basis and an explanation of why it is needed alongside the penalty-payment order.
What does this mean for the company and the service provider?
For a company that does not get its administration back, summary proceedings offer a swift route. The administration is its property and it has a statutory duty to keep it; a service provider who holds on to it without a proper ground does so without any right or title. The condition is a concrete and urgent interest, and the finding that the company does not already hold the records itself.
For the service provider the reverse applies. Unpaid invoices justify suspending its own further work, but not holding the client's administration hostage. Anyone seeking certainty about the state of the administration can propose deposit with an independent third party instead of withholding it entirely.
Frequently asked questions
May a bookkeeper withhold the administration for as long as invoices are unpaid?
No, not the administration itself. It is the property of the company; holding on to it without a proper legal basis is done without any right or title. The bookkeeper may, however, suspend its own further work for as long as an outstanding invoice remains unpaid (Section 6:52 DCC). Suspending performance is therefore something different from holding another party's administration hostage.
How do you enforce delivery of the administration?
Through summary proceedings, provided there is an urgent interest, for instance pending proceedings for which the administration is needed. The claim for transfer is usually reinforced with a penalty payment. Substantiate concretely why the administration is needed now and is not already in your own possession, because without that interest the claim is dismissed.
What is the difference between suspending and withholding?
Suspending means that the service provider postpones its own performance, such as new annual accounts or a tax return, until the client pays. Withholding means that it keeps the administration that belongs to the client. The first is permitted where invoices are unpaid; the second requires an independent, proper legal basis.
Cited case law
Supreme Court
- ECLI:NL:HR:2007:BA1522: the urgent interest of an ancillary claim is carried over from a sufficiently urgent, closely related main claim
District courts
- ECLI:NL:RBOVE:2026:4407: delivery of the digital administration and login credentials granted in summary proceedings; substitute performance dismissed
- ECLI:NL:RBROT:2026:837: delivery of the administration dismissed on account of the client's own retention obligation; right to suspend further work upheld over an unpaid invoice
- ECLI:NL:RBMNE:2024:5949: delivery of the business administration refused for lack of an urgent interest
See also
- Professional liability of the accountant: when a financial service provider falls short
- Attachment and enforcement: the doctrine on enforcement and coercive measures