Preliminary relief proceedings as an emergency brake in a shareholder deadlock
The director wants out; the co-shareholder blocks every exit
Two shareholders each hold 50% of the shares in Vi-lifestyle Holding B.V., a company focused on health prevention for obesity. One of them is also the sole director. The working relationship deteriorates through persistent strategic disagreements and personal conflicts. In January 2025 the director proposes three options: she buys out the other, the other buys her out, or a third party takes over her shares.
What follows is months of frustration. The co-shareholder rejects every concrete offer, relies on formal time limits under the statutory share-offer arrangement in the articles of association, and is willing to take over only part of the offered shares. Meanwhile the director goes on sick leave with burnout symptoms and a key figure in the company leaves because of the situation. An external party offers €420,000 for the 50% stake, but the co-shareholder blocks that route as well. In addition, he files an inquiry petition with the Enterprise Chamber.
The provisional relief judge imposes an interim measure: transfer at a provisional purchase price
The provisional relief judge finds that both parties want the director to transfer her shares — albeit not to the same buyer. The judge dismisses the principal claim — transfer to the external party. Without further investigation, for which these preliminary relief proceedings leave no room, it cannot be established with sufficient certainty that the statutory share-offer arrangement was correctly followed.
The judge takes a different route. The parties have been in deadlock since January 2025. The director has burnout symptoms. The co-shareholder has himself offered to take over the shares. In those circumstances the provisional relief judge imposes an interim measure: the co-shareholder must take over the director's 72 shares at a provisional purchase price of €320,000. That figure matches the value the parties applied in March 2025. The fact that the external party was willing to pay €420,000 confirms that €320,000 is a floor. The €58,500 loan the director extended to the company falls outside the purchase price.
To ensure the impasse is broken, the judge rules that, if cooperation is not forthcoming — following a penalty payment of €5,000 per day up to a maximum of €100,000 — the judgment substitutes for the required declarations of intent under Section 3:300 DCC. The co-shareholder's counterclaims — convening a general meeting of shareholders and inspection of documents — are dismissed.
What does this mean for 50/50 shareholders who are stuck?
This judgment shows that the provisional relief judge is prepared to impose far-reaching interim measures where a shareholder systematically blocks every exit. The key was that both parties agreed on the director's departure — just not on the buyer and the price. That overlap gave the judge room to impose a concrete measure without encroaching on the court hearing the merits.
At the same time, the judgment marks a limit. Transfer to the external party was dismissed because the statutory share-offer arrangement may not have been correctly followed. Anyone wishing to exit a 50/50 company must carefully follow the share transfer restriction procedure — even where the co-shareholder is acting unreasonably. Alongside preliminary relief proceedings, the statutory dispute resolution before the Enterprise Chamber stands as an alternative route, although that procedure takes considerably more time. See also the analysis of inquiry proceedings for the broader context.
Frequently asked questions
Can a provisional relief judge compel a share transfer?
Yes, as an interim measure in preliminary relief proceedings. The provisional relief judge has no power to set a definitive price, but in an acute deadlock may fix a provisional purchase price and compel the transfer. If cooperation is not forthcoming, the judgment may, under Section 3:300 DCC, substitute for the required declarations of intent.
How does the judge determine the provisional purchase price?
The provisional relief judge takes as a starting point the value the parties themselves applied. Here, both parties discussed €320,000 in March 2025. The fact that a third party was willing to pay €420,000 confirmed that this figure is a floor. The definitive price can be set in proceedings on the merits.
What if the co-shareholder also starts proceedings before the Enterprise Chamber?
Those proceedings run in parallel. Here, the co-shareholder had filed an inquiry petition with the Enterprise Chamber, but that did not prevent the provisional relief judge from imposing an interim measure. The Enterprise Chamber proceedings may lead to an investigation or immediate measures, but the provisional relief judge can intervene independently in an acute impasse.
ECLI:NL:RBAMS:2025:8083, District Court of Amsterdam (provisional relief judge), 29 October 2025
Cited case law
District Courts: ECLI:NL:RBAMS:2025:8083